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 OF 1934

For the quarterly period ended December 29, 2002
                                       or

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

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

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

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

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


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


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


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


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

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


The number of shares of common stock outstanding as of January 31, 2003 was:
14,895,172 shares.




<PAGE>



                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                DECEMBER 29, 2002



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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              December 29, 2002 and March 31, 2002                           2

           Condensed  consolidated  statements of income and
              retained earnings - Three months and nine months
              ended December 29, 2002 and December 30, 2001                  3

           Condensed consolidated statements of cash flows -
              Nine months ended December 29, 2002 and December 30, 2001      4

           Condensed  consolidated  statements of  comprehensive
              income - Three months and nine months ended
              December 29, 2002 and December 30, 2001                        5

           Notes to condensed consolidated financial statements -
              December 29, 2002                                              6

Item 2.    Management's Discussion and Analysis of Results of Operations
              and Financial Condition                                       15

Item 3.    Quantitative and Qualitative Disclosures About Market Risk       19

Item 4.    Disclosure 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)
                                                                               DECEMBER 29,        MARCH 31,
                                                                                   2002              2002
                                                                                ----------        ----------
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>               <C>
      Cash and cash equivalents                                                 $    5,869        $   13,068
      Trade accounts receivable                                                     82,509            82,266
      Inventories                                                                   91,376            89,656
      Net assets held for sale                                                       2,300             4,290
      Net current assets of discontinued operations                                      -            21,497
      Prepaid expenses                                                              10,277             8,543
                                                                                ----------        ----------
Total current assets                                                               192,331           219,320
Property, plant, and equipment, net                                                 67,437            70,742
Goodwill and other intangibles, net                                                199,303           200,801
Marketable securities                                                               21,630            24,634
Deferred taxes on income                                                             4,129             3,133
Other assets                                                                         1,714             5,665
                                                                                ----------        ----------
Total assets                                                                    $  486,544        $  524,295
                                                                                ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    2,599        $    2,518
      Trade accounts payable                                                        22,506            31,617
      Accrued liabilities                                                           25,999            39,533
      Restructuring reserve                                                            913               949
      Current portion of long-term debt                                              3,627           146,663
                                                                                ----------        ----------
Total current liabilities                                                           55,644           221,280
Senior debt, less current portion                                                  131,239             1,509
Subordinated debt                                                                  199,721           199,681
Other non-current liabilities                                                       29,550            30,214
                                                                                ----------        ----------
Total liabilities                                                                  416,154           452,684
                                                                                ----------        ----------
Shareholders' equity
      Common stock                                                                     149               149
      Additional paid-in capital                                                   104,765           104,920
      Accumulated deficit                                                          (18,495)          (12,536)
      ESOP debt guarantee                                                           (6,070)           (6,514)
      Unearned restricted stock                                                       (261)             (414)
      Accumulated other comprehensive loss                                          (9,698)          (13,994)
                                                                                ----------        ----------
Total shareholders' equity                                                          70,390            71,611
                                                                                ----------        ----------
Total liabilities and shareholders' equity                                      $  486,544        $  524,295
                                                                                ==========        ==========
</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                  NINE MONTHS ENDED
                                                        ------------------                  -----------------
                                                  DECEMBER 29,      DECEMBER 30,      DECEMBER 29,      DECEMBER 30,
                                                      2002              2001              2002              2001
                                                      ----              ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)


<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   107,384       $   113,922       $   334,513       $   365,550
Cost of products sold                                  81,085            83,998           254,011           270,959
                                                  -----------       -----------       -----------       -----------
Gross profit                                           26,299            29,924            80,502            94,591
                                                  -----------       -----------       -----------       -----------

Selling expenses                                       12,033            10,419            35,018            32,469
General and administrative expenses                     5,281             6,476            18,223            19,222
Restructuring charges                                     840                (6)              840             9,561
Amortization of intangibles                               137             2,742               400             8,284
                                                  -----------       -----------       -----------       -----------
                                                       18,291            19,631            54,481            69,536
                                                  -----------       -----------       -----------       -----------

Income from operations                                  8,008            10,293            26,021            25,055
Interest and debt expense                               8,887             6,798            23,371            22,979
Interest and other (expense) income                    (2,399)              (77)            1,319              (159)
                                                  -----------       -----------       -----------       -----------
(Loss) income before income taxes                      (3,278)            3,418             3,969             1,917
Income tax (benefit) expense                             (805)            2,174             1,928             3,224
                                                  -----------       -----------       -----------       -----------
(Loss) income from continuing operations before
   cumulative effect of accounting change              (2,473)            1,244             2,041            (1,307)
Loss from discontinued operations                           -            (1,336)                -            (4,778)
                                                  -----------       -----------       -----------       -----------
(Loss) income before cumulative effect of
   accounting change                                   (2,473)              (92)            2,041            (6,085)
Cumulative effect of accounting change                      -                 -            (8,000)                -
                                                  -----------       -----------       ------------      -----------
Net loss                                               (2,473)              (92)           (5,959)           (6,085)
(Accumulated deficit) retained
   earnings - beginning of period                     (16,022)          116,797           (12,536)          124,806
Cash dividends of $0.00, $0.00, $0.00 and
   $0.14 per share                                          -                 -                 -            (2,016)
                                                  -----------       -----------       -----------       -----------
(Accumulated deficit) retained
   earnings - end of period                       $   (18,495)      $   116,705       $   (18,495)      $   116,705
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted:
   Continuing operations                          $     (0.17)      $      0.09       $      0.14       $     (0.09)
   Discontinued operations                                  -             (0.10)                -             (0.33)
   Cumulative effect of accounting change                   -                 -             (0.55)                -
                                                  -----------       -----------       -----------       -----------
   Basic and diluted net loss per share           $     (0.17)      $     (0.01)      $     (0.41)      $     (0.42)
                                                  ===========       ===========       ===========       ===========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 3 -

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED
                                                                                      -----------------
                                                                               DECEMBER 29,       DECEMBER 30,
                                                                                   2002               2001
                                                                                ----------        -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
Income (loss) from continuing operations before cumulative effect
<S>                                                                             <C>               <C>
   of accounting change                                                         $    2,041        $   (1,307)
Adjustments to reconcile income (loss) from continuing operations
   before cumulative effect of accounting change to net cash
   provided by operating activities:
     Depreciation and amortization                                                   8,470            17,535
     Deferred income taxes                                                            (499)            1,436
     Net gain on investments                                                        (1,025)                -
     Deferred financing costs amortization                                           3,008             1,099
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                 3,966            13,464
           Inventories                                                               1,727            11,880
           Prepaid expenses                                                             34            (1,765)
           Other assets                                                              3,912               101
           Trade accounts payable                                                  (11,433)              338
           Accrued and non-current liabilities                                     (12,683)           (7,087)
                                                                                ----------        ----------
Net cash (used in) provided by operating activities of continuing operations        (2,482)           35,694
                                                                                ----------        ----------

INVESTING ACTIVITIES:
Sale (purchase) of marketable securities, net                                        1,221            (1,240)
Capital expenditures                                                                (3,623)           (3,966)
Proceeds from sale of businesses                                                    15,950                 -
Net assets held for sale                                                             1,990             4,267
                                                                                ----------        ----------
Net cash provided by (used in) investing activities of continuing operations        15,538              (939)
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit agreements                            (188,150)         (143,100)
Net borrowings under revolving line-of-credit agreements                           176,196            99,583
Repayment of debt                                                                   (1,675)           (2,798)
Deferred financing costs incurred                                                   (7,565)             (489)
Dividends paid                                                                           -            (2,016)
Other                                                                                  444               510
                                                                                ----------        ----------
Net cash used in financing activities of continuing operations                     (20,750)          (48,310)
Effect of exchange rate changes on cash                                                 (9)             (104)
                                                                                ----------        ----------
Net cash used in continuing operations                                              (7,703)          (13,659)
Cash provided by (used in) discontinued operations                                     504              (356)
                                                                                ----------        ----------
Net decrease in cash and cash equivalents                                           (7,199)          (14,015)
Cash and cash equivalents at beginning of period                                    13,068            14,015
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $    5,869        $        -
                                                                                ==========        ==========
</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                NINE MONTHS ENDED
                                                          ------------------                -----------------
                                                      DECEMBER 29,   DECEMBER 30,       DECEMBER 29,   DECEMBER 30,
                                                          2002           2001              2002            2001
                                                          ----           ----              ----            ----
                                                                              (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>              <C>
Net loss                                              $   (2,473)      $      (92)      $   (5,959)      $   (6,085)
                                                      ----------       ----------       ----------       ----------
Other comprehensive income (loss), net of tax:
   Foreign currency translation adjustments                2,452           (1,399)           6,559              493
   Unrealized gain (loss) on derivatives
     qualifying as hedges                                    145              (22)              48             (594)
   Unrealized gains (losses) on investments:
     Unrealized holding gains (losses) arising
       during the period                                     191            1,080           (2,244)            (224)
     Reclassification adjustment for
       losses (gains) included in net income               1,888              235              (67)             650
                                                      ----------       ----------       ----------       ----------
                                                           2,079            1,315           (2,311)             426
                                                      ----------       ----------       ----------       ----------
Total other comprehensive income (loss)                    4,676             (106)           4,296              325
                                                      ----------       ----------       ----------       ----------
Comprehensive income (loss)                           $    2,203       $     (198)      $   (1,663)      $   (5,760)
                                                      ==========       ==========       ==========       ==========
</TABLE>



SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
































                                     - 5 -


<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                DECEMBER 29, 2002


1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company) at December  29,  2002,  and the results of its
     operations  and its cash flows for the three and  nine-month  periods ended
     December 29, 2002 and December 30, 2001,  have been  included.  Results for
     the period ended  December 29, 2002 are not  necessarily  indicative of the
     results that may be expected for the year ended March 31, 2003. 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, 2002.

     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.

     In May of  2002,  the  Company  sold  substantially  all of the  assets  of
     Automatic Systems,  Inc. (ASI). The ASI business was the principal business
     unit in the Company's former  Solutions-Automotive  segment. The operations
     of ASI have been reflected as a discontinued operation as of March 31, 2002
     and all periods presented have been restated to reflect this change.


2.   Inventories consisted of the following:
                                                DECEMBER 29,       MARCH 31,
                                                    2002              2002
                                                 ----------        ----------
                                                        (IN THOUSANDS)
     At cost - FIFO basis:
          Raw materials......................    $   46,732        $   48,477
          Work-in-process....................        17,461            13,735
          Finished goods.....................        34,620            34,417
                                                 ----------        ----------
                                                     98,813            96,629
     LIFO cost less than FIFO cost...........        (7,437)           (6,973)
                                                 ----------        ----------
     Net inventories   ......................    $   91,376        $   89,656
                                                 ==========        ==========

     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.


3.   Property,  plant,  and equipment is net of $77,487,000  and  $69,417,000 of
     accumulated   depreciation  at  December  29,  2002  and  March  31,  2002,
     respectively.


                                     - 6 -

<PAGE>


4.   On April 1, 2002,  the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No. 142,  "Goodwill and Other  Intangible  Assets," which
     requires that  goodwill no longer be  amortized,  but reviewed on an annual
     basis at the reporting unit level for impairment.  Identifiable  intangible
     assets  acquired in a business  combination are amortized over their useful
     lives  unless  their  useful  lives are  indefinite,  in which  case  those
     intangible  assets are tested for  impairment  annually  and not  amortized
     until their lives are determined to be finite.

     Under SFAS No. 142, goodwill  impairment is deemed to exist if the net book
     value of a reporting unit exceeds its estimated fair value.  The fair value
     of a reporting unit is determined using a discounted cash flow methodology.
     The Company's  reporting units are determined  based upon whether  discrete
     financial  information is available and regularly  reviewed,  whether those
     units  constitute  a  business,  and the  extent of  economic  similarities
     between those reporting  units for purposes of aggregation.  As a result of
     this analysis,  the reporting units  identified  under SFAS No. 142 were at
     the  component  level,  or one level below the  reporting  segment level as
     defined under SFAS No. 131. The Products and  Solutions  segments were each
     further subdivided into three reporting units.

     The Company  completed its transitional  goodwill  impairment test for SFAS
     No.  142  during the  quarter  ended  September  29,  2002.  Related to the
     adoption of SFAS No. 142, the Company  recorded a one-time,  noncash 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 an  accounting
     change  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.
     Upon finalization of the transitional  goodwill  impairment test,  goodwill
     was  reallocated  amongst  reporting  units.  The Company  will perform its
     annual  impairment review during the fourth quarter of each year commencing
     in the fourth  quarter of Fiscal 2003.  The Company would record any future
     impairment charges as a component of operating income.

     Based on the continued  recession in the industrial  economy as well as the
     decline in the  current  market  capitalization  of  Columbus  McKinnon  as
     implied  by the  Company's  stock  price,  management  believes  that it is
     possible that a significant goodwill impairment has occurred as of December
     29, 2002. At this time,  management  is unable to  reasonably  estimate the
     magnitude of such impairment. The factors that will affect the magnitude of
     the  potential  impairment  include   management's   assessment  of  future
     operating performance of the Company and management's  determination of the
     appropriate  discount  rate as  reflective  of the  premium for equity risk
     associated  with Columbus  McKinnon  Corporation.  Any impairment  would be
     non-cash in nature and, therefore,  is not expected to affect the Company's
     liquidity or result in  non-compliance  with any debt covenants,  including
     minimum net worth.

     A summary  of changes in  goodwill  during the first nine  months of Fiscal
     2003 by business segment is as follows:

<TABLE>
<CAPTION>
                          MARCH 31,      RECLASSIFICATIONS                       DECEMBER 29,
                            2002          AND TRANSLATION     IMPAIRMENTS            2002
                            ----           ------------       ------------           ----
                                                    (IN THOUSANDS)
<S>                     <C>                <C>                <C>                <C>
Products                $    165,295       $     25,081       $     (1,930)      $    188,446
Solutions                     30,360            (23,139)            (6,070)             1,151
                        ------------       ------------       ------------       ------------
Total                   $    195,655       $      1,942       $     (8,000)      $    189,597
                        ============       ============       ============       ============
</TABLE>

     As of December 29, 2002, the gross balance of deferred  financing  costs is
     $10,525,000 and accumulated  amortization is $2,048,000.  Other intangibles
     have a net value of $1,229,000.

     During the fiscal 2003 third quarter,  the Company  incurred  approximately
     $5.9  million  of  deferred  financing  costs  related  to its  new  credit
     facility.   Also  during  the  third   quarter,   the  Company   wrote  off
     approximately  $1.2  million of  deferred  costs  related to the old credit
     facility and recorded that charge as interest and debt expense.

     No reclassification  of identifiable  intangible assets apart from goodwill
     was necessary as a result of adoption of SFAS No. 142.


                                     - 7 -
<PAGE>

     The  following  table  presents  the  consolidated  results  of  operations
     adjusted  as though the  adoption  of SFAS No. 142  occurred as of April 1,
     2001.
<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED
                                                                    -----------------
                                                               DECEMBER 29,    DECEMBER 30,
                                                                   2002            2001
                                                                   ----            ----
                                                                      (IN THOUSANDS)
     <S>                                                         <C>             <C>
     Reported income (loss) from continuing operations           $  2,041        $ (1,307)
     Goodwill amortization add-back, net of tax                         -           7,648
                                                                 --------        --------
     Adjusted income from continuing operations                  $  2,041        $  6,341
                                                                 ========        ========

     Reported income (loss) from continuing operations
        per share - basic and diluted                            $   0.14        $  (0.09)
     Goodwill amortization add-back                                     -            0.53
                                                                 --------        --------
     Adjusted income from continuing operations
        per share - basic and diluted                            $   0.14        $   0.44
                                                                 ========        ========
</TABLE>

     Amortization  expense  is  estimated  to  be  $4,000,000  for  fiscal  2003
     including  $525,000  of  amortization  reflected  on  the  amortization  of
     intangibles line and $3,475,000 of amortization of deferred financing costs
     shown on the interest and debt  expense line on the  financial  statements.
     Amortization  expense is  estimated to be  $2,365,000  for each of the four
     succeeding  fiscal  years  thereafter  including  $500,000 of  amortization
     reflected  on the  amortization  of  intangibles  line  and  $1,865,000  of
     amortization  of deferred  financing  costs shown on the  interest and debt
     expense line on the financial statements.

     Goodwill and other  intangibles  is net of $54,814,000  and  $58,343,000 of
     accumulated   amortization  at  December  29,  2002  and  March  31,  2002,
     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.   On November 27, 2002, the Company  refinanced its existing credit facility.
     The new credit  facility  consists of a $100 million  senior secured credit
     facility and a $70 million  Senior  Second  Secured  Term Loan.  The senior
     secured  credit  facility is  comprised of a $67 million  Revolving  Credit
     Facility  and a $33  million  Term  Loan.  The  Revolving  Credit  Facility
     provides  availability up to $67 million and is due March 31, 2007. Maximum
     availability,  as based on the underlying collateral,  at December 29, 2002
     amounted to $55.7  million  which is reduced by  outstanding  borrowings of
     $30.9  million,  outstanding  letters  of credit of $7.9 and other  reserve
     holdbacks of $2.5 leaving actual availability at $14.4 million. Interest is
     payable at varying  Eurodollar  rates based on LIBOR or prime plus a spread
     determined by the Company's  leverage  ratio  amounting to 275 or 150 basis
     points at December 29, 2002, respectively. The Revolving Credit Facility is
     secured by all inventory, receivables, subsidiary stock (limited to 65% for
     foreign subsidiaries) and intellectual property. The Term Loan amounting to
     $33 million  amortizes  quarterly  over a  seven-year  amortization  period
     beginning  on April 1, 2003 and  matures  on March 31,  2007.  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 December
     29, 2002. The Term Loan is secured by all equipment and real property.  The
     Senior Second Secured Term Loan amounting to $70 million is due in May 2007
     ($60   million)  and  November  2007  ($10   million),   has  no  scheduled
     amortization,  and is prepayable at the Company's  option without  penalty.
     Interest is payable at 11.5% in the first year and  increases  annually for
     the three succeeding years at a rate of 0.5% per year. In addition, payment
     in kind interest is also due annually at a rate of 1.25%. The Senior Second
     Secured  Term Loan is secured by a  secondary  interest  in all  inventory,
     receivables,  equipment and real property, subsidiary stock (limited to 65%
     for foreign  subsidiaries),  and intellectual property. The credit facility
     places certain debt covenant  restrictions on the Company including certain
     financial requirements and a restriction on dividend payments.


                                     - 8 -
<PAGE>

     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 to effectively convert
     $40 million of variable-rate  debt to fixed-rate debt which 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  income, net of
     tax.

     The  interest  rate  swap is the  only  derivative  instrument  held by the
     Company.  The net impact of the  derivative  instrument  was an increase to
     other  comprehensive  income of $145,000 for the quarter ended December 29,
     2002  versus a decrease  to other  comprehensive  income of $22,000 for the
     quarter ended December 30, 2001. For the nine-month  periods ended December
     29, 2002 and December 30, 2001, the net impact of the derivative instrument
     was an increase to other comprehensive  income of $48,000 versus a decrease
     to other comprehensive income of $594,000,  respectively. The fair value of
     the derivative at December 29, 2002 was a $626,000 liability.

     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 $145,000,000 based on quoted market prices, which is less than its
     carrying amount of $199,721,000.

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

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                NINE MONTHS ENDED
                                                       ------------------                -----------------
                                                  DECEMBER 29,    DECEMBER 30,      DECEMBER 29,    DECEMBER 30,
                                                      2002            2001              2002            2001
                                                      ----            ----              ----            ----
                                                                          (IN THOUSANDS)
Numerator for basic and diluted earnings per share:
  <S>                                               <C>             <C>               <C>             <C>
  Net loss                                          $ (2,473)       $    (92)         $ (5,959)       $ (6,085)
                                                    ========        ========          ========        ========

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS                       14,502          14,423            14,489          14,407

  Effect of dilutive employee stock options                -               -                 -               -
                                                    --------        --------          --------        --------

  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS                      14,502          14,423            14,489          14,407
                                                    ========        ========          ========        ========
</TABLE>



8.   Income tax expense for the three and nine-month  periods ended December 29,
     2002 varies from the customary  relationship  between  income tax (benefit)
     expense and (loss) income before  income taxes due to  jurisdictional  mix.
     Income tax expense for the three and nine-month  periods ended December 30,
     2001  exceeds the  customary  relationship  between  income tax expense and
     income  (loss)  before income taxes due to  nondeductible  amortization  of
     goodwill of $2,406,000 and $7,125,000, respectively.




                                     - 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.  The accounting
     policies  of the  segments  are the  same  as  those  described  in note 1.
     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 nine months ended December 29, 2002
     and December 30, 2001, is as follows:

<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED DECEMBER 29, 2002
                                                                            -----------------------------------
                                                                        PRODUCTS          SOLUTIONS           TOTAL
                                                                       -----------       -----------       -----------
                                                                                       (IN THOUSANDS)
     <S>                                                               <C>               <C>               <C>
     Sales to external customers......................                 $   286,295       $    48,218       $   334,513
     Operating income before amortization
        and restructuring charges.....................                      26,531               730            27,261
     Depreciation and amortization....................                       7,701               769             8,470
     Total assets.....................................                     418,988            67,556           486,554
     Capital expenditures.............................                       2,959               664             3,623



                                                                            NINE MONTHS ENDED DECEMBER 30, 2001
                                                                            -----------------------------------
                                                                        PRODUCTS          SOLUTIONS           TOTAL
                                                                       -----------       -----------       -----------
                                                                                       (IN THOUSANDS)
     Sales to external customers......................                 $   308,359       $    57,191       $   365,550
     Operating income before amortization
        and restructuring charges.....................                      41,566             1,334            42,900
     Depreciation and amortization....................                      15,276             2,259            17,535
     Total assets.....................................                     433,864            68,910           502,774
     Capital expenditures.............................                       3,229               737             3,966

</TABLE>

     The following schedule provides a reconciliation of operating income before
     amortization with (loss) income before income taxes:
<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                                                        -----------------
                                                                               DECEMBER 29,           DECEMBER 30,
                                                                                   2002                   2001
                                                                                   ----                   ----
                                                                                          (IN THOUSANDS)
          <S>                                                                   <C>                    <C>
          Operating income before amortization.............................     $    27,261            $   42,900
          Restructuring charges............................................            (840)               (9,561)
          Amortization of intangibles......................................            (400)               (8,284)
          Interest and debt expense........................................         (23,371)              (22,979)
          Interest income and other (expense) income.......................           1,319                  (159)
                                                                                -----------            ----------
          Income before income taxes.......................................     $     3,969            $    1,917
                                                                                ===========            ==========
</TABLE>


                                     - 10 -

<PAGE>



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

<TABLE>
<CAPTION>

                                                                  Domestic      Foreign       Elimina-     Consoli-
(In thousands)                                       Parent     Subsidiaries  Subsidiaries     tions         dated
                                                   ------------------------------------------------------------------
AS OF DECEMBER 29, 2002
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $    2,169    $     (935)   $    4,635    $        -    $    5,869
 Trade accounts receivable                             54,254         2,916        25,339             -        82,509
 Inventories                                           43,674        20,854        27,820          (972)       91,376
 Net assets held for sale                               2,300             -             -             -         2,300
 Other current assets                                   6,594        (1,411)        5,094             -        10,277
                                                   ------------------------------------------------------------------
  Total current assets                                108,991        21,424        62,888          (972)      192,331
 Property, plant, and equipment, net                   32,768        16,648        18,021             -        67,437
 Goodwill and other intangibles, net                   40,562       119,117        39,624             -       199,303
 Intercompany                                         102,315      (130,273)      (41,254)       69,212             -
 Other assets                                         202,437       156,992        (1,569)     (330,387)       27,473
                                                   ------------------------------------------------------------------
  Total assets                                     $  487,073    $  183,908    $   77,710    $ (262,147)   $  486,544
                                                   ==================================================================


Current liabilities                                $   27,130    $    9,192    $   25,025    $   (5,703)   $   55,644
 Long-term debt, less current portion                 314,100             -        16,860             -       330,960
 Other non-current liabilities                         14,769        11,252         3,529             -        29,550
                                                   ------------------------------------------------------------------
  Total liabilities                                   355,999        20,444        45,414        (5,703)      416,154

Shareholders' equity                                  131,074       163,464        32,296      (256,444)       70,390
                                                   ------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  487,073    $  183,908    $   77,710    $ (262,147)   $  486,544
                                                   ==================================================================




FOR THE NINE MONTHS ENDED DECEMBER 29, 2002
Net sales                                          $  171,014    $   92,329    $   84,995    $  (13,825)   $  334,513
Cost of products sold                                 126,770        76,306        64,737       (13,802)      254,011
                                                   ------------------------------------------------------------------
Gross profit                                           44,244        16,023        20,258           (23)       80,502
                                                   ------------------------------------------------------------------
Selling, general and administrative expenses           26,985         9,788        16,468             -        53,241
Restructuring charges                                       -             -           840             -           840
Amortization of intangibles                               178             2           220             -           400
                                                   ------------------------------------------------------------------
                                                       27,163         9,790        17,528             -        54,481
                                                   ------------------------------------------------------------------
Income from operations                                 17,081         6,233         2,730           (23)       26,021
Interest and debt expense                              22,839           122           410             -        23,371
Interest and other income                                 920           246           153             -         1,319
                                                   ------------------------------------------------------------------
(Loss) income before income tax (benefit) expense      (4,838)        6,357         2,473           (23)        3,969
Income tax (benefit) expense                           (1,141)        2,557           521            (9)        1,928
                                                   ------------------------------------------------------------------
(Loss) income from continuing operations               (3,697)        3,800         1,952           (14)        2,041
Income (loss) from discontinued operations              1,278        (1,278)            -             -             -
Cumulative effect of accounting change                      -        (1,930)       (6,070)            -        (8,000)
                                                   ------------------------------------------------------------------
Net (loss) income                                  $   (2,419)   $      592    $   (4,118)   $      (14)   $   (5,959)
                                                   ==================================================================





                                     - 11 -


<PAGE>

                                                                  Domestic      Foreign       Elimina-     Consoli-
(In thousands)                                       Parent     Subsidiaries  Subsidiaries     tions         dated
                                                   ------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 29, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $   17,983    $   (5,721)   $  (14,744)   $        -    $   (2,482)
                                                   ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                  1,221             -             -             -         1,221
Capital expenditures                                   (1,427)         (411)       (1,785)            -        (3,623)
Proceeds from sale of business                              -        15,950             -             -        15,950
Other                                                       -         1,990             -             -         1,990
                                                   ------------------------------------------------------------------
Net cash provided by (used in) investing
   activities                                            (206)       17,529        (1,785)            -        15,538
                                                   ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit
   agreements                                        (176,530)      (11,551)          (69)            -      (188,150)
Net borrowings under revolving line-of-credit
   agreements                                         160,196             -        16,000             -       176,196
Repayment of debt                                        (535)            -        (1,140)            -        (1,675)
Deferred financing costs incurred                      (7,200)            -          (365)            -        (7,565)
Other                                                     444             -             -             -           444
                                                   ------------------------------------------------------------------
Net cash (used in) provided by financing
   activities                                         (23,625)      (11,551)       14,426             -       (20,750)
Effect of exchange rate changes on cash                    (7)            5            (7)            -            (9)
                                                   ------------------------------------------------------------------
Net cash (used in) provided by continuing
   operations                                          (5,855)          262        (2,110)            -        (7,703)
Net cash provided by discontinued operations                -           504             -             -           504
                                                   ------------------------------------------------------------------
Net change in cash and cash equivalents                (5,855)          766        (2,110)            -        (7,199)
Cash and cash equivalents at beginning of period        8,024        (1,701)        6,745             -        13,068
                                                   ------------------------------------------------------------------
Cash and cash equivalents at end of period         $    2,169    $     (935)   $    4,635    $        -    $    5,869
                                                   ==================================================================


AS OF DECEMBER 30,  2001
Current assets:
 Cash and cash equivalents                         $   (1,421)   $   (1,418)   $    2,839    $        -    $        -
 Trade accounts receivable                             53,141         9,740        23,126             -        86,007
 Inventories                                           44,959        25,447        27,583          (975)       97,014
 Net assets held for sale                                   -             3             -             -             3
 Net current assets of discontinued operations              -        34,112             -             -        34,112
 Other current assets                                   5,013        (1,730)        4,110             -         7,393
                                                   ------------------------------------------------------------------
  Total current assets                                101,692        66,154        57,658          (975)      224,529
 Property, plant, and equipment, net                   33,802        21,320        17,238             -        72,360
 Goodwill and other intangibles, net                   37,041       122,838        44,932             -       204,811
 Intercompany                                         131,637      (298,498)      (58,648)      225,509             -
 Net non-current assets of discontinued
    operations                                              -       112,664             -             -       112,664
 Other assets                                         226,372       160,753        (1,020)     (350,919)       35,186
                                                   ------------------------------------------------------------------
  Total assets                                     $  530,544     $ 185,231    $   60,160    $ (126,385)   $  649,550
                                                   ==================================================================


Current liabilities                                 $  36,180     $  13,552     $  24,473    $   (4,553)   $   69,652
 Long-term debt, less current portion                 345,468             -         1,767             -       347,235
 Other non-current liabilities                         15,580        13,443         2,906             -        31,929
                                                   ------------------------------------------------------------------
  Total liabilities                                   397,228        26,995        29,146        (4,553)      448,816

Shareholders' equity                                  133,316       158,236        31,014      (121,832)      200,734
                                                   ------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  530,544     $ 185,231     $  60,160    $ (126,385)   $  649,550
                                                   ==================================================================


                                     - 12 -

<PAGE>

                                                                  Domestic      Foreign      Elimina-      Consoli-
(In thousands)                                       Parent     Subsidiaries  Subsidiaries     tions         dated
                                                   ------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 30, 2001
Net sales                                          $  165,613    $  136,311    $   79,610    $  (15,984)   $  365,550
Cost of products sold                                 118,926       108,228        59,788       (15,983)      270,959
                                                   ------------------------------------------------------------------
Gross profit                                           46,687        28,083        19,822            (1)       94,591
                                                   ------------------------------------------------------------------
Selling, general and administrative expenses           24,556        12,580        14,555             -        51,691
Restructuring charges                                   9,561             -             -             -         9,561
Amortization of intangibles                             1,621         4,851         1,812             -         8,284
                                                   ------------------------------------------------------------------
                                                       35,738        17,431        16,367             -        69,536
                                                   ------------------------------------------------------------------
Income from operations                                 10,949        10,652         3,455            (1)       25,055
Interest and debt expense                              22,576             -           403             -        22,979
Interest and other (expense) income                      (517)          170           188             -          (159)
                                                   ------------------------------------------------------------------
(Loss) income from continuing operations before
     income tax  (benefit) expense                    (12,144)       10,822         3,240            (1)        1,917
Income tax (benefit) expense                           (4,601)        6,135         1,690             -         3,224
                                                   ------------------------------------------------------------------
(Loss) income from continuing operations               (7,543)        4,687         1,550            (1)       (1,307)
Loss from discontinued operations                           -        (4,778)            -             -        (4,778)
                                                   ------------------------------------------------------------------
Net (loss) income                                  $   (7,543)   $      (91)   $    1,550    $       (1)   $   (6,085)
                                                   ==================================================================



FOR THE NINE MONTHS ENDED DECEMBER 30, 2001
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $   51,475    $  (16,670)   $    1,822    $     (933)   $   35,694
                                                   ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                 (1,240)            -             -             -        (1,240)
Capital expenditures                                   (3,759)          866        (1,073)            -        (3,966)
Net assets held for sale                                    -         4,267             -             -         4,267
                                                   ------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (4,999)        5,133        (1,073)            -          (939)
                                                   ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit
agreements                                           (143,100)            -             -             -      (143,100)
Net borrowings under revolving line-of-credit
agreements                                             86,900        12,340           343             -        99,583
Repayment of debt                                        (703)            -        (2,095)            -        (2,798)
Deferred financing costs incurred                        (489)            -             -             -          (489)
Dividends paid                                         (2,016)            -          (933)          933        (2,016)
Other                                                     510             -             -             -           510
                                                   ------------------------------------------------------------------
Net cash (used in) provided by financing
   activities                                         (58,898)       12,340        (2,685)          933       (48,310)
Effect of exchange rate changes on cash                   (16)            -           (88)            -          (104)
                                                   ------------------------------------------------------------------
Net cash (used in) provided by continuing
   operations                                         (12,438)          803        (2,024)            -       (13,659)
Net cash used in discontinued operations                    -          (356)            -             -          (356)
                                                   ------------------------------------------------------------------
Net change in cash and cash equivalents               (12,438)          447        (2,024)            -       (14,015)
Cash and cash equivalents at beginning of period       11,017        (1,865)        4,863             -        14,015
                                                   ------------------------------------------------------------------
Cash and cash equivalents at end of period         $   (1,421)   $   (1,418)   $    2,839    $        -    $        -
                                                   ==================================================================
</TABLE>

                                     - 13 -

<PAGE>




11.  The  Financial  Accounting  Standards  Board  (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  is  effective  for the
     Company's  fiscal year  beginning  April 1, 2003.  The Company is currently
     assessing the Statement and the impact,  if any, that adoption will have on
     the 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,  changes  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.  As of December 29,  2002,  this  Statement  has not had any
     impact on the consolidated financial statements.

     The FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
     Disposal  Activities" in June 2002. The statement nullifies Emerging Issues
     Task Force  (EITF)  Issue No.  94-3,  "Liability  Recognition  for  Certain
     Employee   Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
     (including  Certain  Costs  Incurred in a  Restructuring)."  The  statement
     changes  the  requirements  for  recognition  of a  liability  for  a  cost
     associated with an exit or disposal activity.  Under EITF 94-3, a liability
     for an exit  cost as  defined  was  recognized  at the date of an  entity's
     commitment  to an exit plan.  Under SFAS No. 146, a  liability  for an exit
     cost or disposal  activity is  recognized  when the  liability is incurred.
     SFAS  No.  144 is  effective  for  exit or  disposal  activities  that  are
     initiated  after December 31, 2002. As of December 29, 2002, this Statement
     has not had any  impact  on the  consolidated  financial  statements.  This
     statement will result in the delay of recognition of certain  restructuring
     charges associated with the Company's reorganization plans.













                                     - 14 -

<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 AND NINE MONTHS ENDED DECEMBER 29, 2002 AND DECEMBER 30, 2001

Consolidated net sales and sales in the individual  segments were as follows, in
thousands of dollars and with percentage changes for each group:
<TABLE>
<CAPTION>
                                THREE MONTHS ENDED                             NINE MONTHS ENDED
                                ------------------                             -----------------
                  DEC. 29,    DEC. 30,           CHANGE          DEC. 29,    DEC. 30,           CHANGE
                    2002        2001        AMOUNT       %         2002        2001        AMOUNT       %
                    ----        ----        ------       -         ----        ----        ------       -
                                            (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>              <C>         <C>          <C>          <C>      <C>         <C>          <C>          <C>
Products         $  91,477   $  95,590    $  (4,113)   (4.3)    $ 286,295   $ 308,359    $ (22,064)   (7.2)
Solutions           15,907      18,332       (2,425)  (13.2)       48,218      57,191       (8,973)  (15.7)
                 ---------   ---------    ---------             ---------   ---------    ---------
Net sales        $ 107,384   $ 113,922    $  (6,538)   (5.7)    $ 334,513   $ 365,550    $ (31,037)   (8.5)
                 =========   =========    =========             =========   =========    =========
</TABLE>

Net sales in the fiscal 2003 quarter ended  December 29, 2002 were  $107,384,  a
decrease of $6,538 or 5.7% from the fiscal 2002 quarter ended December 30, 2001.
Net sales for the nine months ended December 29, 2002 were $334,513,  a decrease
of $31,037 or 8.5% from the nine months ended  December  30, 2001.  Sales in the
Products  segment  decreased by $4,113 or 4.3% from the previous  year's quarter
and $22,064 or 7.2% for the nine months ended December 29, 2002 in comparison to
the prior year  period  due to  continued  softness  in all  industrial  markets
(particularly  domestically).  Sales in the Solutions segment decreased 13.2% or
$2,425 for the quarter and 15.7% or $8,973 for the nine  months  ended  December
29,  2002  when  compared  to the same  periods  in the  prior  year due to weak
industrial markets.

Gross profits and gross profit margins by operating segment were as follows,  in
thousands of dollars:
<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED                            NINE MONTHS ENDED
                                       ------------------                            -----------------
                                DEC. 29, 2002       DEC. 30, 2001           DEC. 29, 2002         DEC. 30,2001
                                -------------       -------------           -------------         ------------
                                 $         %         $         %             $         %           $         %
                                 -         -         -         -             -         -           -         -
                                                    (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                          <C>         <C>     <C>         <C>         <C>         <C>       <C>         <C>
Products                     $  24,285   26.5    $  26,834   28.1        $  73,383   25.6      $  86,228   28.0
Solutions                        2,014   12.7        3,090   16.9            7,119   14.8          8,363   14.6
                             ---------           ---------               ---------             ---------   ----
   Total Gross Profit        $  26,299   24.5    $  29,924   26.3        $  80,502   24.1      $  94,591   25.9
                             =========           =========               =========             =========   ====
</TABLE>

                                     - 15 -

<PAGE>

The decrease in all gross profit margins  relative to the respective  periods in
the prior  year,  with the  exception  of the  nine-month  period  margin in the
Solutions  segment,  is the combined result of decreased  volume and competitive
pricing pressure with limited ability to achieve widespread price increases. The
slight  increase  in  gross  profit  margin  in the  nine-month  period  for the
Solutions  segment  is a function  of ease in  competitive  pricing in  overseas
markets and core business refocus in one domestic market.

Selling expenses were $12,033,  $10,419,  $35,018 and $32,469 in the fiscal 2003
and 2002  quarters and the  nine-month  periods then ended,  respectively.  As a
percentage of consolidated net sales,  selling expenses were 11.2%, 9.1%, 10.5%,
and 8.9% in the fiscal 2003 and 2002  quarters and the  nine-month  periods then
ended, respectively.  The increased selling expenses are the result of increased
commissions,  foreign  exchange  rates,  new  sales  offices  for  international
operations and inflation.

General and administrative  expenses were $5,281, $6,476, $18,223 and $19,222 in
the  fiscal  2003 and 2002  quarters  and the  nine-month  periods  then  ended,
respectively.   As  a  percentage  of  consolidated   net  sales,   general  and
administrative  expenses were 4.9%,  5.7%,  5.4% and 5.3% in the fiscal 2003 and
2002 quarters and the nine-month periods then ended, respectively.  The decrease
in the  current  quarter is the  result of a  reclassification  of  general  and
administrative expense of crane builders to cost of products sold and a decrease
in  product  liability  expense  recorded  by the  Company's  captive  insurance
company. The nine-month period expense decrease is a result of the decrease from
the reclassification of general and administrative  expense of crane builders to
cost of products  sold being  offset by an  increase  for  consulting  projects,
product liability expense, and inflation.

The  Company  incurred  restructuring  charges  as a  result  of  its  strategic
integration process of $840 in November of 2002 related to the discontinuance of
production at its CM Ltd.  manufacturing facility in Cobourg,  Ontario,  Canada;
$727 in September 2001  associated with the closure of the Lister Bolt and Chain
Division  manufacturing  facility in Richmond,  British  Columbia,  Canada;  and
$8,840 in June 2001 from the closure of the Forrest City,  Arkansas  plant.  The
charges consist mainly of property resolution and employee separation costs.

Amortization of intangibles was $137, $2,742, $400 and $8,284 in the fiscal 2003
and 2002  quarters  and the  nine-month  periods then ended,  respectively.  The
decrease  in  amortization  in the current  year  periods is  reflective  of the
cessation of goodwill  amortization  in  accordance  with SFAS No. 142 beginning
April 1, 2002.

Interest and debt expense was $8,887,  $6,798, $23,371 and $22,979 in the fiscal
2003 and 2002 quarters and the nine-month periods then ended, respectively.  The
fiscal  2003  third  quarter  increase  is the result of the  write-off  of $1.2
million in deferred  financing costs related to the previous credit facility and
the increased  borrowing  rates  associated with the new credit  facility.  As a
percentage of consolidated net sales,  interest and debt expense was 8.3%, 6.0%,
7.0% and 6.3% in the fiscal 2003 and 2002  quarters and the  nine-month  periods
then ended, respectively.

Interest and other (expense)  income was ($2,399),  ($77),  $1,319 and ($159) in
the  fiscal  2003 and 2002  quarters  and the  nine-month  periods  then  ended,
respectively.  The  decrease  in the  current  quarter  is the  result of $1,172
realized  loss on assets in the  Company's  captive  insurance  company  and the
recognition of a pre-tax charge to earnings of $1,732 in accordance with FAS No.
115 to  reduce  the  cost  bases  of  certain  equity  securities  since  it was
determined  that the  unrealized  losses  on those  securities  was  other  than
temporary  in nature.  The  nine-month  period  results for the current year are
reflective of a portfolio  liquidation  in April 2002 of assets in the Company's
captive insurance company at a gain of $3.5 million.

Income taxes as a percentage  of (loss)  income  before income taxes were 24.6%,
63.6%,  48.6% and 168.2% in the fiscal 2003 and 2002 quarters and the nine-month
periods then ended, respectively.  The percentages for fiscal 2003 vary from the
U.S.  statutory rate due to jurisdictional  mix. The percentages for fiscal 2002
differ from the U.S.  statutory rate as a result of the effect of  nondeductible
amortization of goodwill resulting from acquisitions.


                                     - 16 -

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

On November 27, 2002, the Company  refinanced its existing credit facility.  The
new credit  facility  consists of a $100 million senior secured credit  facility
and a $70 million  Senior Second  Secured Term Loan.  The senior  secured credit
facility is  comprised  of a $67 million  Revolving  Credit  Facility  and a $33
million Term Loan. The Revolving Credit Facility provides availability up to $67
million  and is due  March  31,  2007.  Maximum  availability,  as  based on the
underlying  collateral,  at December 29, 2002 amounted to $55.7 million which is
reduced by  outstanding  borrowings  of $30.9  million,  outstanding  letters of
credit of $7.9 and other reserve  holdbacks of $2.5 leaving actual  availability
at $14.4 million. Interest is payable at varying Eurodollar rates based on LIBOR
or prime plus a spread  determined by the Company's  leverage ratio amounting to
275 or 150 basis points at December 29, 2002, respectively. The Revolving Credit
Facility is secured by all inventory, receivables,  subsidiary stock (limited to
65% for foreign subsidiaries) and intellectual property. The Term Loan amounting
to $33  million  amortizes  quarterly  over  a  seven-year  amortization  period
beginning on April 1, 2003 and matures on March 31, 2007. 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 December 29, 2002. The
Term Loan is secured  by all  equipment  and real  property.  The Senior  Second
Secured Term Loan  amounting to $70 million is due in May 2007 ($60 million) and
November 2007 ($10 million), has no scheduled amortization, and is prepayable at
the Company's option without penalty.  Interest is payable at 11.5% in the first
year and increases annually for the three succeeding years at a rate of 0.5% per
year.  In addition,  payment in kind  interest is also due annually at a rate of
1.25%. The Senior Second Secured Term Loan is secured by a secondary interest in
all  inventory,  receivables,  equipment  and real  property,  subsidiary  stock
(limited to 65% for foreign subsidiaries), and intellectual property. The credit
facility  places  certain debt covenant  restrictions  on the Company  including
certain financial requirements and a restriction on dividend payments.

The  senior  subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$199,468  net of original  issue  discount  of $532 and are due March 31,  2008.
Interest  is  payable  semi-annually  based  on  an  effective  rate  of  8.45%,
considering  $1,902 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.

The Company believes that its cash on hand, cash flows,  and borrowing  capacity
under its  revolving  credit  facility  will be  sufficient  to fund its ongoing
operations  and  budgeted  capital  expenditures  for at least  the next  twelve
months.  This belief is dependent  upon  successful  execution of the  Company's
current  business plan which is focused on cash  generation for debt  repayment.
The business  plan  includes  continued  implementation  of lean  manufacturing,
facility  rationalization  projects,   divestiture  of  excess  facilities,  and
improving working capital components, including inventory reductions.

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  to  effectively  convert $40 million of
variable-rate  debt to fixed-rate debt which 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 income, net of tax.

The interest rate swap is the only  derivative  instrument  held by the Company.
The  net  impact  of  the  derivative   instrument  was  an  increase  to  other
comprehensive  income of $145,000 for the quarter ended December 29, 2002 versus
a decrease  to other  comprehensive  income of  $22,000  for the  quarter  ended
December  30,  2001.  For the  nine-month  periods  ended  December 29, 2002 and
December 30, 2001, the net impact of the  derivative  instrument was an increase
to  other   comprehensive   income  of  $48,000   versus  a  decrease  to  other
comprehensive income of $594,000, respectively. The fair value of the derivative
at December 29, 2002 was a $626,000 liability.


                                     - 17 -

<PAGE>

Net cash used in  operating  activities  was  $2,482 for the nine  months  ended
December  29, 2002  compared to net cash  provided by  operating  activities  of
$35,694 for the nine months ended  December 30, 2001.  The difference of $38,176
is due to the decline in operating  performance  in the current year and changes
in net working capital components particularly accounts receivable, inventories,
accounts payable, and accrued liabilities.

Net cash provided by investing  activities was $15,538 for the nine months ended
December 29, 2002 compared to net cash used in investing  activities of $939 for
the nine months ended December 30, 2001 with the difference primarily the result
of the proceeds from the sale of ASI.

Net cash used in  financing  activities  was $20,750  for the nine months  ended
December  29, 2002  compared to $48,310 for the nine months  ended  December 30,
2001.  The $27,560  change is the result of debt  payments made from funds freed
from working capital during the first nine months of fiscal 2002 and excess cash
on hand at the beginning of fiscal 2002.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures  for the nine months ended  December 29, 2002 and December
30, 2001 were $3,623 and $3,966, respectively.


FOREIGN EXCHANGE, INFLATION, AND OTHER MARKET CONDITIONS

The Company's  international  operations account for about ten to twenty percent
of our annual business  segment  operating  profit.  Operating in  international
markets involves exposure to movements in foreign exchange rates,  primarily the
euro,   Canadian  dollar  and  Danish  Krone,  which  principally   impacts  the
translation of our international operating profit into U.S. dollars. The Company
does not enter  into  derivative  instruments  to reduce  the  effect of foreign
exchange rate changes. 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  primary  component  of  inflation
impacting current operations  consists of increasing  personnel costs associated
with  fringe  benefits  in the U.S.  The impact of  inflation  has been  further
compounded  by  the  Company's  limited  ability  to  achieve  widespread  price
increases  as a result  of the  competitive  environment  in which  the  Company
operates.  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 to customers.


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 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.


                                     - 18 -

<PAGE>

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. As of December 29, 2002,  this
Statement has not had any impact on the consolidated financial statements.

The FASB issued  SFAS No. 146,  "Accounting  for Costs  Associated  with Exit or
Disposal  Activities" in June 2002. The statement nullifies Emerging Issues Task
Force  (EITF)  Issue No.  94-3,  "Liability  Recognition  for  Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a Restructuring)."  The statement changes the requirements for
recognition  of a  liability  for a cost  associated  with an  exit or  disposal
activity.  Under  EITF  94-3,  a  liability  for an  exit  cost as  defined  was
recognized at the date of an entity's commitment to an exit plan. Under SFAS No.
146, a liability for an exit cost or disposal  activity is  recognized  when the
liability is incurred. SFAS No. 144 is effective for exit or disposal activities
that are  initiated  after  December  31, 2002.  As of December  29, 2002,  this
Statement has not had any impact on the consolidated financial statements.  This
statement  will  result in the delay of  recognition  of  certain  restructuring
charges associated with the Company's reorganization plans.


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

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


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

There have been no material  changes in the reported  market risks since the end
of Fiscal 2002.


Item 4.    Disclosure Controls and Procedures

As of December 29, 2002, an evaluation was performed  under the  supervision and
with the participation of the Company's management including the chief executive
officer  and chief  financial  officer  of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures.  Based on that
evaluation,  the Company's  management including the chief executive officer and
chief financial  officer  concluded that the Company's  disclosure  controls and
procedures  were  effective  as  of  December  29,  2002.  There  have  been  no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to December 29, 2002.



                                     - 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 10.1     Amendment No. 5 to the 1998  Plan Restatement of the
                            Columbus  McKinnon  Corporation  Thrift 401(k) Plan,
                            dated December 20, 2002.

           Exhibit 10.2     Amendment No. 4 to the 1998  Plan Restatement of the
                            Columbus  McKinnon  Corporation  Monthly  Retirement
                            Benefit Plan, dated December 20, 2002.

           Exhibit 99.1     Certification of Chief Executive Officer

           Exhibit 99.2     Certification of Chief Financial Officer

           On December 3, 2002,  the Company filed a Current  Report on Form 8-K
           with  respect to its new senior  secured  credit  facility and senior
           second secured term loan.

























                                     - 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: FEBRUARY 12, 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:  February 12, 2003
/S/ TIMOTHY T. TEVENS
------------------------
Timothy T. Tevens
Chief Executive Officer



<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:  February 12, 2003
/S/ ROBERT L. MONTGOMERY
------------------------
Robert L. Montgomery
Chief Financial Officer