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

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

For the quarterly period ended October 3, 1999

                                       or

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

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

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

     Columbus McKinnon Corporation
--------------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

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

     140 John James Audubon Parkway, Amherst, NY                    14228-1197
--------------------------------------------------------------------------------
     (Address of principal executive offices)                       (Zip code)

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


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


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

The number of shares of common stock outstanding as of October 31, 1999 was:
14,877,405 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS McKINNON CORPORATION
                                 OCTOBER 3, 1999


                                                                          Page #
                                                                          ------
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Condensed consolidated balance sheets -
            October 3, 1999 and March 31, 1999                                 2

         Condensed consolidated statements of income and retained earnings -
            Three months and six months ended October 3, 1999
            and September 27, 1998                                             3

         Condensed consolidated statements of cash flows -
            Six months ended October 3, 1999 and September 27, 1998            4

         Condensed consolidated statements of comprehensive income -
            Three months  and six months ended October 3, 1999
            and September 27, 1998                                             5

         Notes to condensed consolidated financial statements -
            October 3, 1999                                                    6

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


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                          22

Item 2.    Changes in Securities - none.                                      22

Item 3.    Defaults upon Senior Securities - none.                            22

Item 4.    Submission of Matters to a Vote of Security Holders                22

Item 5.    Other Information - none.                                          22

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














                                     - 1 -
<PAGE>


PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)
<TABLE>
<CAPTION>

                          COLUMBUS McKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                                                         OCTOBER 3,    MARCH 31,
                                                                            1999         1999
                                                                         ---------    ---------
ASSETS:                                                                      (In thousands)
Current assets:
<S>                                                                      <C>          <C>
      Cash and cash equivalents ......................................   $  20,071    $   6,867
      Trade accounts receivable ......................................     132,762      136,988
      Unbilled revenues ..............................................      16,209        9,821
      Inventories ....................................................     114,001      115,979
      Net assets held for sale .......................................       8,803        8,214
      Prepaid expenses ...............................................       8,734        8,160
                                                                         ---------    ---------
Total current assets .................................................     300,580      286,029
Net property, plant, and equipment ...................................      90,059       90,004
Goodwill and other intangibles, net ..................................     353,428      357,727
Marketable securities ................................................      19,685       19,355
Deferred taxes on income .............................................       5,520        5,627
Other assets .........................................................       8,118        8,169
                                                                         ---------    ---------
Total assets .........................................................   $ 777,390    $ 766,911
                                                                         =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks .........................................   $   3,314    $   4,590
      Trade accounts payable .........................................      62,958       54,651
      Excess billings ................................................       7,094        5,058
      Accrued liabilities ............................................      38,131       54,331
      Current portion of long-term debt ..............................       1,853        1,926
                                                                         ---------    ---------
Total current liabilities ............................................     113,350      120,556
Senior debt, less current portion ....................................     230,548      222,165
Subordinated debt ....................................................     199,548      199,521
Other non-current liabilities ........................................      37,424       35,995
                                                                         ---------    ---------
Total liabilities ....................................................     580,870      578,237
Shareholders' equity:
      Common stock ...................................................         149          146
      Additional paid-in capital .....................................     107,228      102,313
      Retained earnings ..............................................     105,383      100,455
      ESOP debt guarantee ............................................      (9,447)      (9,865)
      Unearned restricted stock ......................................      (4,004)      (1,009)
      Total accumulated other comprehensive income loss ..............      (2,789)      (3,366)
                                                                         ---------    ---------
Total shareholders' equity ...........................................     196,520      188,674
                                                                         ---------    ---------
Total liabilities and shareholders' equity ...........................   $ 777,390    $ 766,911
                                                                         =========    =========
See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>

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






                                                                           THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                        ------------------------   -------------------------
                                                                        OCTOBER 3,  SEPTEMBER 27,  OCTOBER 3,  SEPTEMBER 27,
                                                                           1999          1998         1999          1998
                                                                           ----          ----         ----          ----
                                                                              (IN THOUSANDS, EXCEPT  PER SHARE DATA)




<S>                                                                      <C>          <C>          <C>          <C>
Net sales ............................................................   $ 182,008    $ 185,357    $ 363,609    $ 369,974
Cost of products sold ................................................     142,276      138,315      276,764      275,618
                                                                         ---------    ---------    ---------    ---------
Gross profit .........................................................      39,732       47,042       86,845       94,356

Selling expenses .....................................................      12,412       12,819       25,170       25,691
General and administrative expenses ..................................      10,912        9,780       20,269       19,219
Proxy contest related expenses .......................................         835         --            965         --
Amortization of intangibles ..........................................       4,000        3,865        8,002        7,643
                                                                         ---------    ---------    ---------    ---------
                                                                            28,159       26,464       54,406       52,553

Income from operations ...............................................      11,573       20,578       32,439       41,803
Interest and debt expense ............................................       8,294        9,302       16,573       18,250
Interest and other income ............................................         306          262          553          633
                                                                         ---------    ---------    ---------    ---------
Income before income taxes ...........................................       3,585       11,538       16,419       24,186
Income tax expense ...................................................       3,074        5,614        9,513       11,887
                                                                         ---------    ---------    ---------    ---------
Net income ...........................................................         511        5,924        6,906       12,299
Retained earnings - beginning of period ..............................     105,865       82,179      100,455       76,744
Cash dividends of $0.07, $0.07, $0.14 and
   $0.14 per share ...................................................        (993)        (943)      (1,978)      (1,883)
                                                                         ---------    ---------    ---------    ---------
Retained earnings - end of period ....................................   $ 105,383    $  87,160    $ 105,383    $  87,160

Earnings per share data, basic: ......................................   $    0.04    $    0.41    $    0.49    $    0.86
Earnings per share data, diluted: ....................................   $    0.04    $    0.41    $    0.49    $    0.85


See accompanying notes to condensed consolidated financial statements.

</TABLE>







                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>


                          COLUMBUS McKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                           SIX MONTHS ENDED
                                                                           ----------------
                                                                        OCTOBER 3,  SEPTEMBER 27,
                                                                          1999          1998
                                                                        ----------  ------------
                                                                              (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                      <C>         <C>
Net income ...........................................................   $  6,906    $ 12,299
Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization ..................................     14,412      13,570
     Deferred income taxes ...........................................        172         (25)
      Other ..........................................................        436         115
      Changes in operating assets and liabilities net of effects
         from businesses purchased:
           Trade accounts receivable .................................      5,954     (21,013)
           Unbilled revenues and excess billings .....................     (4,352)      5,318
           Inventories ...............................................      2,949       2,255
           Prepaid expenses ..........................................       (572)        190
           Other assets ..............................................        (92)       (367)
           Trade accounts payable ....................................      7,008     (12,877)
           Accrued and non-current liabilities .......................    (13,094)      4,715
                                                                         --------    --------
Net cash provided by operating activities ............................     19,727       4,180
                                                                         --------    --------

INVESTING ACTIVITIES:
(Purchase) sale of marketable securities, net ........................       (796)        438
Capital expenditures .................................................     (5,130)     (5,621)
Proceeds from sale of businesses .....................................          -       9,301
Purchases of businesses, net of cash .................................     (6,410)     (7,323)
Net assets held for sale .............................................       (589)      1,403
                                                                         --------    --------
Net cash used in investing activities ................................    (12,925)     (1,802)
                                                                         --------    --------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...............................          3           -
Net borrowings under revolving line-of-credit agreements .............      7,524       1,594
Repayment of debt ....................................................       (490)     (6,363)
Dividends paid .......................................................     (1,978)     (1,883)
Reduction of ESOP debt guarantee .....................................        418         436
Other ................................................................       (131)       (891)
                                                                         --------    --------
Net cash provided by (used in) financing activities ..................      5,346      (7,107)
Effect of exchange rate changes on cash ..............................      1,056        (967)
                                                                         --------    --------
Net increase (decrease) in cash and cash equivalents .................     13,204      (5,696)
Cash and cash equivalents at beginning of period .....................      6,867      22,861
                                                                         --------    --------
Cash and cash equivalents at end of period ...........................   $ 20,071    $ 17,165
                                                                         ========    ========

See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                     - 4 -
<PAGE>
<TABLE>
<CAPTION>


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

                                                                          THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                          ------------------        ----------------
                                                                        OCTOBER 3,  SEPTEMBER 27, OCTOBER 3,  SEPTEMBER 27,
                                                                            1999        1998         1999        1998
                                                                            ----        ----         ----        ----
                                                                                         (IN THOUSANDS)

<S>                                                                      <C>         <C>         <C>         <C>
Net income ...........................................................   $    511    $  5,924    $  6,906    $ 12,299
                                                                         --------    --------    --------    --------
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments ...........................        528         207       1,043         (62)
  Unrealized gains on investments:
    Unrealized holding gains arising during
      the period .....................................................       (455)       (268)       (402)       (221)
    Less:  reclassification adjustment for gains
      included in net income .........................................        (64)         50         (64)        (26)
                                                                             (519)       (218)       (466)       (247)
                                                                         --------    --------    --------    --------
Total other comprehensive income (loss) ..............................          9         (11)        577        (309)
                                                                         --------    --------    --------    --------
Comprehensive income .................................................   $    520    $  5,913    $  7,483    $ 11,990
                                                                         ========    ========    ========    ========


See accompanying notes to condensed consolidated financial statements.

</TABLE>




























                                     - 5 -
<PAGE>



                          COLUMBUS McKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 OCTOBER 3, 1999


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 the Company at October
     3, 1999, and the results of its operations and its cash flows for the three
     and six month periods  ended  October 3, 1999 and September 27, 1998,  have
     been  included.  Results  for the  period  ended  October  3,  1999 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended March 31, 2000. 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, 1999.


     Columbus  McKinnon  Corporation  (the  Company)  is  a  leading  broad-line
     designer,  manufacturer  and supplier of  sophisticated  material  handling
     products  and  integrated  material  handling  solutions  that  are  widely
     distributed to industrial,  automotive, and consumer markets worldwide. The
     Company's   material   handling   products  are  sold,   domestically   and
     internationally,  principally to third party distributors in commercial and
     consumer  distribution  channels,  and  to  a  lesser  extent  directly  to
     manufacturers  and  other  end-users.  The  Company's  integrated  material
     handling  solutions  businesses  primarily  deal with end  users.  Material
     handling solution sales are concentrated,  domestically and internationally
     (primarily  Europe),  in the automotive  industry,  and consumer  products,
     manufacturing,   warehousing   and,   to  a  lesser   extent,   the  steel,
     construction, and other industrial markets.



2.   Inventories consisted of the following:
                                              OCTOBER 3,         MARCH 31,
                                                1999               1999
                                             -----------        -----------
                                                     (IN THOUSANDS)
     At cost - FIFO basis:
        Raw materials                        $    59,475        $    54,648
        Work-in-process                           20,738             21,663
        Finished goods                            39,163             45,042
                                             -----------        -----------
                                                 119,376            121,353
     LIFO cost less than FIFO cost                (5,375)            (5,374)
                                             -----------        -----------
                                             $   114,001        $   115,979
                                             ===========        ===========

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






                                     - 6 -
<PAGE>

3.   Property,  plant,  and equipment is net of $48,458,000  and  $42,048,000 of
     accumulated   depreciation   at  October  3,  1999  and  March  31,   1999,
     respectively.

4.   Goodwill and other intangibles, net includes $37,866,000 and $29,864,000 of
     accumulated   amortization   at  October  3,  1999  and  March  31,   1999,
     respectively.

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

6.   To manage its exposure to interest  rate  fluctuations,  the Company has an
     interest  rate swap with a notional  value of $3.5  million from January 2,
     1999 through July 2, 2000, based on LIBOR at 5.9025%.  The Company also has
     a LIBOR-based  interest rate cap on $49.5 million of debt through  December
     16, 1999 at 10%. Net payments or receipts under the swap and cap agreements
     are recorded as adjustments to interest expense. The carrying amount of the
     Company's  senior  debt  instruments  approximates  the  fair  values.  The
     Company's  subordinated  debt  has an  approximate  fair  market  value  of
     $168,000,000 which is less than its carrying amount of $199,548,000.


7.   The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share before extraordinary charge for debt extinguishment:
<TABLE>
<CAPTION>


                                                    THREE MONTHS ENDED          SIX MONTHS ENDED
                                                    ------------------          ----------------
                                                OCTOBER 3,  SEPTEMBER 27,   OCTOBER 3,  SEPTEMBER 27,
                                                   1999         1998           1999            1998
                                                -------------------------   ----------  ------------

     Numerator for basic and
       diluted earnings per share:
<S>                                             <C>           <C>           <C>           <C>
       Income before extraordinary charge ...   $   511,000   $ 5,924,000   $ 6,906,000   $12,299,000
                                                ===========   ===========   ===========   ===========

     Denominators:
       Weighted-average common stock
        outstanding - denominator
        for basic EPS .......................    14,153,000    14,353,000    14,060,000    14,341,000

  Effect of dilutive employee stock options .        75,000       159,000       150,000       184,000
                                                 ----------    ----------    ----------    ----------

  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS ............    14,228,000    14,512,000    14,210,000    14,525,000
                                                 ==========    ==========    ==========    ==========
</TABLE>


8.   Income tax expense for the  three-month  periods  ended October 3, 1999 and
     September  27, 1998 and also for the six month  periods then ended  exceeds
     the  customary  relationship  between  income tax expense and income before
     income taxes due to  nondeductible  amortization of goodwill of $4,000,000,
     $3,865,000, $8,002,000, and $7,643,000, respectively.


                                     - 7 -
<PAGE>

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

     On March 1, 1999, GL International, Inc. ("GL"), was  merged with  and into
     the Company  through the issuance of 897,114 shares of newly issued Company
     stock and  options to  purchase  154,848  shares of  Company  stock for all
     issued  and  outstanding  stock and  options  of GL.  GL is a  full-service
     designer  and  builder  of  industrial  overhead  bridge and jib cranes and
     related components.  The merger was accounted for as a pooling of interests
     and,  accordingly,  the fiscal 1999 consolidated  financial statements have
     been  restated  to  include  the  accounts  of GL  from  the  date  of GL's
     formation,  April 1, 1997.  The fair market  value of the stock and options
     exchanged was approximately $20.6 million.

     Net sales and net income of the separate companies were as follows:


<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                     SEPTEMBER 27, 1998                   SEPTEMBER 27, 1998
                                                     ------------------                   ------------------
                                                       (IN THOUSANDS)                       (IN THOUSANDS)

Net sales:

<S>                                                  <C>                                  <C>
     Columbus McKinnon, as reported.............     $        168,634                     $        339,138
     GL International, Inc......................               18,542                               34,473
     Intercompany eliminations..................               (1,819)                              (3,637)
                                                     ----------------                     ----------------
     Combined...................................     $        185,357                     $        369,974
                                                     ================                     ================

Net income:

     Columbus McKinnon, as reported.............     $          5,085                     $         11,169
     GL International, Inc......................                  791                                1,036
     Intercompany eliminations..................                   48                                   94
                                                     ----------------                     ----------------
     Combined...................................     $          5,924                     $         12,299
                                                     ================                     ================

</TABLE>


     On January 29, 1999, the Company  acquired all of the outstanding  stock of
     Camlok Lifting  Clamps Limited  ("Camlok") and the net assets of the Tigrip
     product line  ("Tigrip")  for $10.6 million in cash.  The  acquisition  was
     accounted  for as a purchase  and was  financed  through  cash, a revolving
     credit  facility,  and a $4 million term note.  Camlok  manufactures  plate
     clamps,  crane  weighers  and  related  products  and is based in  Chester,
     England,  while the Tigrip line of standard and specialized plate clamps is
     produced in Germany.


     On December 4, 1998, the Company  acquired all of the outstanding  stock of
     Societe  D'Exploitation  des Raccords Gautier  ("Gautier"),  a French-based
     manufacturer of industrial  components.  The total cost of the acquisition,
     which was  accounted  for as a purchase,  was  approximately  $3 million in
     cash,  consisting  of $2.4 million  financed by proceeds from the Company's
     revolving debt facility and the assumption of certain debt.





                                     - 8 -
<PAGE>

     On August 21, 1998 the Company  acquired the net assets of Abell-Howe Crane
     division  ("Abell-Howe") of Abell-Howe Company, a regional  manufacturer of
     jib, gantry,  and bridge cranes.  The total cost of the acquisition,  which
     was  accounted  for as a purchase,  was  approximately  $7 million of cash,
     which was financed by proceeds from the Company's revolving debt facility.

     On August 7, 1998 the Company  sold its  Mechanical  Products  division,  a
     producer of circuit  controls and  protection  devices,  for $11.5 million,
     consisting of $9.1 million in cash and a $2.4 million note  receivable,  to
     Mechanical Products' senior management team. The selling price approximated
     the net book value of the division.

     The  following  table  presents pro forma summary  information  for the six
     month  period  ended  September  27,  1998 as if the  fiscal  1999 and 2000
     acquisitions and related borrowings and the sale of Mechanical Products had
     occurred as of April 1, 1998,  which is the  beginning of fiscal 1999.  The
     pro forma  information is provided for  informational  purposes only. It is
     based on historical information and does not necessarily reflect the actual
     results that would have occurred nor is it necessarily indicative of future
     results of operations of the combined enterprise:

                                                  SIX MONTHS ENDED
                                                 SEPTEMBER 27, 1998
                                                 ------------------
                                          (IN THOUSANDS,  EXCEPT PER SHARE DATA)
     Pro forma:
          Net sales                                 $  369,731
          Income from operations                        41,697
          Net income                                    12,287
          Earnings per share, basic                       0.86
          Earnings per share, diluted                     0.85































                                     - 9 -
<PAGE>



10.  As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic business units that offer products and services with
     different  characteristics.  The most defining characteristic is the extent
     of customized  engineering required on a per-order basis. In addition,  the
     segments  serve  different  customer  bases  through  differing  methods of
     distribution.  The Company has three reportable segments: material handling
     products,   integrated  material  handling  solutions  -  industrial,   and
     integrated material handling solutions - automotive. The Company's material
     handling  products  segment sells  hoists,  chain,  attachments,  and other
     material  handling  products  principally  to third party  distributors  in
     commercial  and  consumer  distribution  channels.  The  material  handling
     solutions  segments  sell  engineered  material  handling  systems  such as
     conveyors,  manipulators,  and lift tables  primarily  to  end-users in the
     automotive  segment,  general  manufacturing,   warehousing,  and  consumer
     products manufacturing industries.  The accounting policies of the segments
     are the same as those  described in the summary of  significant  accounting
     policies.  Intersegment  sales are not significant.  The Company  evaluates
     performance  based on operating  earnings of the respective  business units
     prior to the effects of amortization.


     Segment  information  as of and for the six  months  ended  October 3, 1999
     and September 27, 1998, is as follows:
<TABLE>
<CAPTION>

                                                             SIX MONTHS ENDED OCTOBER 3, 1999
                                             SOLUTIONS -     SOLUTIONS -        ELIMINATIONS/
                                  PRODUCTS   INDUSTRIAL      AUTOMOTIVE            OTHER                TOTAL
                                  --------   ----------      ----------         -------------           ------
                                                           (IN THOUSANDS)
<S>                             <C>           <C>             <C>                <C>                  <C>
Sales to external customers .   $ 270,552     $  27,250       $  76,321          $ (10,514)           $ 363,609
Operating income before
  amortization ..............      41,577         2,639          (2,629)            (1,146)              40,441
Depreciation and amortization      10,034         1,551           2,827                  -               14,412
Total assets ................     520,710        69,015         187,665                  -              777,390
Capital expenditures ........       4,491           511             128                  -                5,130
</TABLE>

<TABLE>
<CAPTION>


                                                            SIX MONTHS ENDED SEPTEMBER 27, 1998
                                             SOLUTIONS -     SOLUTIONS -        ELIMINATIONS/
                                  PRODUCTS   INDUSTRIAL      AUTOMOTIVE            OTHER                TOTAL
                                  --------   ----------      ----------         -------------           -----
                                                           (IN THOUSANDS)
<S>                              <C>           <C>             <C>                <C>                  <C>
Sales to external customers .    $260,815      $ 28,032        $ 83,569           $ (2,442)            $369,974
Operating income before
  amortization...............      36,429         2,602           9,714                701               49,446
Depreciation and amortization       8,917         1,500           2,832                321               13,570
Total assets ................     517,988        69,288         194,305                  -              781,581
Capital expenditures ........       4,486           997             136                  2                5,621
</TABLE>





                                     - 10 -
<PAGE>


     The following schedule provides a reconciliation of operating income before
     amortization with consolidated income before income taxes:
<TABLE>
<CAPTION>

                                                      SIX MONTHS ENDED
                                                      ----------------
                                            OCTOBER 3, 1999  SEPTEMBER 27, 1998
                                            ---------------  ------------------
                                                      (IN THOUSANDS)
<S>                                             <C>              <C>
     Operating income before amortization       $ 40,441         $ 49,446

     Amortization of intangibles ........          8,002            7,643
     Interest and debt expense ..........         16,573           18,250
     Interest and other income ..........           (553)            (633)
                                                --------         --------
     Income before income taxes .........       $ 16,419         $ 24,186
                                                ========         ========
</TABLE>







































                                     - 11 -
<PAGE>

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

                                                                Domestic     Foreign     Elimina-    Consoli-
(In thousands)                                       Parent   Subsidiaries Subsidiaries    Tions      dated
                                                   ------------------------------------------------------------
As of October 3, 1999 Current assets:
<S>                                                <C>         <C>           <C>          <C>          <C>
 Cash and cash equivalents .....................   $  9, 522    $   5,264    $   5,285    $       -    $  20,071
 Trade accounts receivable .....................      51,152       56,998       24,612            -      132,762
 Unbilled revenues .............................           -       16,209            -            -       16,209
 Inventories ...................................      48,308       39,570       27,134       (1,011)     114,001
 Other current assets ..........................       2,893       10,966        3,678            -       17,537
                                                   -------------------------------------------------------------
  Total current assets .........................     111,875      129,007       60,709       (1,011)     300,580
Net property, plant, and equipment .............      36,588       33,094       20,377            -       90,059
Goodwill and other intangibles, net ............      41,849      258,569       53,010            -      353,428
Intercompany ...................................     206,658     (371,663)     (67,193)     232,198            -
Other assets ...................................     221,004      162,472       (1,474)    (348,679)      33,323
                                                   -------------------------------------------------------------

  Total assets .................................   $ 617,974    $ 211,479    $  65,429   $ (117,492)   $ 777,390
                                                   =============================================================


Current liabilities ............................   $  31,992    $  56,845    $  22,859    $   1,654    $ 113,350
Long-term debt, less current portion ...........     423,280            -          6,816          -      430,096
Other non-current liabilities ..................      12,233       22,055        3,136            -       37,424
                                                   -------------------------------------------------------------
  Total liabilities ............................     467,505       78,900       32,811        1,654      580,870

Shareholders' equity ...........................     150,469      132,579       32,618     (119,146)     196,520
                                                   -------------------------------------------------------------

  Total liabilities and shareholders' equity ...   $ 617,974    $ 211,479    $  65,429    $(117,492)   $ 777,390
                                                   =============================================================


For the Six Months Ended October 3, 1999
Net sales ......................................   $ 132,442    $ 180,063    $  61,618    $ (10,514)   $ 363,609
Cost of products sold ..........................      90,973      152,089       44,179      (10,477)     276,764
                                                   -------------------------------------------------------------
Gross profit ...................................      41,469       27,974       17,439          (37)      86,845
                                                   -------------------------------------------------------------
Selling, general and administrative expenses ...      19,761       14,867       11,776            -       46,404
Amortization of intangibles ....................         980        5,732        1,290            -        8,002
                                                   -------------------------------------------------------------
                                                      20,741       20,599       13,066            -       54,406
                                                   -------------------------------------------------------------
Income from operations .........................      20,728        7,375        4,373          (37)      32,439
Interest and debt expense ......................      16,204            5          364            -       16,573
Interest and other income ......................         292          157          104            -          553
                                                   -------------------------------------------------------------
Income before income taxes .....................       4,816        7,527        4,113          (37)      16,419
Income tax expense .............................       2,261        5,311        1,956          (15)       9,513
                                                   -------------------------------------------------------------
Net income .....................................   $   2,555    $   2,216    $   2,157    $     (22)   $   6,906
                                                   =============================================================


For the Six Months Ended October 3, 1999
Operating activities:
Net cash provided by operating activities ......   $   3,994    $  12,720    $   2,862    $     151    $  19,727
                                                   -------------------------------------------------------------

Investing activities:
Purchase of marketable securities, net .........        (796)          -             -            -         (796)
Capital expenditures ...........................      (2,892)      (1,045)      (1,193)           -       (5,130)
Purchases of businesses, net of cash ...........           -       (6,361)           -          (49)      (6,410)
Other ..........................................           -         (589)           -            -         (589)
                                                   -------------------------------------------------------------
Net cash used in investing activities ..........      (3,688)      (7,995)      (1,193)         (49)     (12,925)
                                                   -------------------------------------------------------------

                                     - 12 -
<PAGE>

Financing activities:
Proceeds from issuance of common stock .........           3          136            -         (136)           3
Net borrowings (payments) under revolving
  line-of-credit agreements ....................       8,800            -       (1,276)           -        7,524
Repayment of debt ..............................      (1,009)           -          519            -         (490)
Dividends paid .................................      (1,974)          (5)           1            -       (1,978)
Other ..........................................         287            -            -            -          287
                                                   -------------------------------------------------------------
Net cash provided by (used in) financing
  activities....................................       6,107          131         (756)        (136)       5,346
Effect of exchange rate changes on cash ........           -            -        1,022           34        1,056
                                                   -------------------------------------------------------------
Net change in cash and cash equivalents ........       6,413        4,856        1,935            -       13,204
Cash and cash equivalents at beginning of period       3,109          408        3,350            -        6,867
                                                   -------------------------------------------------------------
Cash and cash equivalents at end of period .....   $   9,522    $   5,264    $   5,285    $       -    $  20,071
                                                   =============================================================
</TABLE>

<TABLE>
<CAPTION>

                                                              Domestic      Foreign      Elimina-    Consoli-
(In thousands)                                     Parent   Subsidiaries  Subsidiaries    Tions        Dated
                                                 ---------------------------------------------------------------
As of September 27, 1998 Current assets:
<S>                                                <C>         <C>            <C>           <C>       <C>
 Cash and cash equivalents .....................   $  17,038    $  (3,493)   $   3,620    $       -   $  17,165
 Trade accounts receivable .....................      57,073       65,663       23,067            -     145,803
 Unbilled revenues .............................           -       16,659            -            -      16,659
 Inventories ...................................      46,479       41,707       23,551         (996)    110,741
 Other current assets ..........................       1,742       10,278        3,865            -      15,885
                                                   ------------------------------------------------------------
  Total current assets .........................     122,332      130,814       54,103         (996)     306,253
Net property, plant, and equipment .............      34,567       33,196       18,672            -       86,435
Goodwill and other intangibles, net ............      43,511      264,816       48,535            -      356,862
Intercompany ...................................     214,865     (380,000)     (64,073)     229,208            -
Other assets ...................................     218,229      162,119       (2,184)    (346,133)      32,031
                                                   -------------------------------------------------------------
  Total assets .................................   $ 633,504    $ 210,945    $  55,053    $(117,921)   $ 781,581
                                                   =============================================================



Current liabilities ............................   $  31,098    $  60,651    $  21,120    $    (559)   $ 112,310
Long-term debt, less current portion ...........     441,088        3,031        3,358            -      447,477
Other non-current liabilities ..................      10,725       25,192        3,537            -       39,454
                                                   -------------------------------------------------------------
  Total liabilities ............................     482,911       88,874       28,015         (559)     599,241

Shareholders' equity ...........................     150,593      122,071       27,038     (117,362)     182,340
                                                   -------------------------------------------------------------
  Total liabilities and shareholders' equity ...   $ 633,504    $ 210,945    $  55,053    $(117,921)   $ 781,581
                                                   =============================================================

For the Six Months Ended September 27, 1998
Net sales ......................................   $ 130,613    $ 190,376    $  59,009    $ (10,024)   $ 369,974
Cost of products sold ..........................      93,092      149,422       43,282      (10,178)     275,618
                                                   -------------------------------------------------------------
Gross profit ...................................      37,521       40,954       15,727          154       94,356
                                                   -------------------------------------------------------------
Selling, general and administrative expenses ...      17,372       17,435       10,103            -       44,910
Amortization of intangibles ....................         976        5,613        1,054            -        7,643
                                                   -------------------------------------------------------------
                                                      18,348       23,048       11,157            -       52,553
                                                   -------------------------------------------------------------
Income from operations .........................      19,173       17,906        4,570          154       41,803
Interest and debt expense ......................      17,358          618          274            -       18,250
Interest and other income ......................         752           50         (169)           -          633
                                                   -------------------------------------------------------------
Income before income taxes .....................       2,567       17,338        4,127          154       24,186
Income tax expense .............................       1,375        8,444        2,008           60       11,887
                                                   -------------------------------------------------------------
Net income .....................................   $   1,192    $   8,894    $   2,119    $      94    $  12,299
                                                   =============================================================

                                     - 13 -
<PAGE>

For the Six Months Ended September 27, 1998
Operating activities:
Net cash provided by (used in) operating
  activities ...................................   $   5,415    $  (4,256)   $   2,971    $      50    $   4,180
                                                   -------------------------------------------------------------

Investing activities:
Purchase of marketable securities, net .........         438            -            -            -          438
Capital expenditures ...........................      (3,720)        (768)      (1,133)           -       (5,621)
Proceeds from sale of businesses ...............       9,390          (89)           -            -        9,301
Purchases of businesses, net of cash ...........      (7,000)        (323)           -            -       (7,323)
Other ..........................................           -        1,403            -            -        1,403
                                                   -------------------------------------------------------------
Net cash (used in) provided by investing
  activities ...................................        (892)         223       (1,133)           -       (1,802)
                                                   -------------------------------------------------------------


Financing activities:
Net payments under revolving
  line-of-credit agreements ....................      (2,600)       5,819       (1,625)           -        1,594
Repayment of debt ..............................        (537)      (6,067)         241            -       (6,363)
Dividends paid .................................      (1,883)           -            -            -       (1,883)
Other ..........................................        (455)           -            -            -         (455)
                                                   -------------------------------------------------------------
Net cash used in financing activities ..........      (5,475)        (248)      (1,384)           -       (7,107)
Effect of exchange rate changes on cash ........          (1)           -         (916)         (50)        (967)
                                                   -------------------------------------------------------------
Net change in cash and cash equivalents ........        (953)      (4,281)        (462)           -       (5,696)
Cash and cash equivalents at beginning of period      17,991          788        4,082            -       22,861
                                                   -------------------------------------------------------------
Cash and cash equivalents at end of period .....   $  17,038    $  (3,493)   $   3,620    $       -    $  17,165
                                                   =============================================================
</TABLE>




12.  In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement  No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
     Activities"  (SFAS 133).  In June 1999,  the FASB  issued  SFAS 137,  which
     defers the effective date of SFAS 133 to fiscal years  beginning after June
     15, 2000.  SFAS133  establishes  accounting  and  reporting  standards  for
     derivative  instruments and hedging  activities.  It requires that entities
     recognize all  derivatives as either assets or liabilities in the statement
     of financial  position and measure  those  instruments  at fair value.  The
     intended use of the derivative and its designation as either (1) a hedge of
     the  exposure  to  changes  in the  fair  value  of a  recognized  asset or
     liability  or a firm  commitment  (a fair  value  hedge) (2) a hedge of the
     exposure to variable  cash flows of a forecasted  transaction  (a cash flow
     hedge), or (3) a hedge of the foreign currency exposure of a net investment
     in a foreign operation (a foreign currency hedge),  will determine when the
     gains and losses on the  derivatives are reported in earnings and when they
     are to be  reported  as a  component  of other  comprehensive  income.  The
     adoption  of SFAS 133 is not  expected  to have a  material  impact  on the
     financial position or results of operations of the Company.

13.  In its October 26th,  1999 second  quarter  earnings  release,  the Company
     announced its plan to engage an advisor to explore  strategic  alternatives
     for  the  Company's  Solutions-Automotive  segment  made  up  of  Automatic
     Systems,  Inc. ("ASI"). The strategic  alternatives to be evaluated include
     the   sale  of  ASI,   restructuring   of  its   operational   focus,   and
     diversification of the markets it serves. The strategic evaluation and plan
     for ASI are expected to be completed within the next two to three months.



                                     - 14 -
<PAGE>



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

OVERVIEW

The  Company  is  a   broad-line   designer,   manufacturer,   and  supplier  of
sophisticated  material  handling  products  and  integrated  material  handling
solutions that are widely  distributed  to  industrial,  automotive and consumer
markets   worldwide.   The  Company's   material  handling  products  are  sold,
domestically  and  internationally,  principally to third party  distributors in
commercial and consumer distribution  channels,  and to a lesser extent directly
to manufacturers and other end-users.  Commercial  distribution channels include
general distributors,  specialty distributors,  service-after-sale distributors,
original   equipment   manufacturers   ("OEMs"),   and  the  U.S.  and  Canadian
governments.  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 with end-users.
Material   handling   solution   sales  are   concentrated,   domestically   and
internationally  (primarily  Europe), in the automotive  industry,  and consumer
products  manufacturing,  warehousing  and,  to  a  lesser  extent,  the  steel,
construction and other industrial markets.

RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED OCTOBER 3, 1999 AND SEPTEMBER 27, 1998
Net sales in the fiscal 2000 quarter ended October 3, 1999 were $182,008,000,  a
decrease of $3,349,000 or 1.8% from the fiscal 1999 quarter ended  September 27,
1998.  Net sales for the six months ended October 3, 1999 were  $363,609,000,  a
decrease of  $6,365,000  or 1.7% from the six months ended  September  27, 1998.
Sales in the Products  segment were  consistent with the previous year's quarter
as the  addition  of WECO and  Abell-Howe  offset  softness  in most  industrial
markets.  Sales were up  $9,737,000  or 3.7% for the six months ended October 3,
1999 over the prior year period,  also primarily as a result of the additions of
WECO and  Abell-Howe as well as some strength from the first  quarter.  Sales in
the  Solutions-Industrial  segment rose 11.8% or $1,479,000 for the three months
ended October 3, 1999 as a result of strength in the Scandinavian markets. Sales
for the six months  ended  October 3, 1999 are down 2.8% or $782,000 as a result
of a sluggish Scandinavian market in the first quarter and continued softness in
the scissor lift market. The  Solutions-Automotive  segment had a sales decrease
of 6.0% or $2,618,000  for the quarter and 8.7% or $7,248,000 for the six months
ended October 3, 1999.  The  decreases  are the result of the lagging  impact of
General Motors  business due to its shifting of capital  spending from small car
to  truck  and  Sport  Utility  Vehicle  (SUV)  plants.   The  decrease  in  the
Eliminations/Other segment for the three and six months ended October 3, 1999 is
a result of the sale of Mechanical Products in August of 1998.














                                     - 15 -
<PAGE>

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

                         Three Months Ended                             Six Months Ended
                         ------------------                             ----------------
                         Oct. 3,     Sep. 27,        Change             Oct. 3,    Sep. 27,          Change
                                                     ------                                          ------
                          1999         1998      Amount     %            1999        1998        Amount     %
                          ----         ----      ------     -            ----        ----        ------     -
                                           (In thousands, except percentages)

<S>                <C>        <C>          <C>       <C>        <C>         <C>          <C>        <C>
Products               $ 131,764    $ 132,300    $ (536)   (0.4)     $  270,552    $ 260,815    $ 9,737     3.7
Solutions-Industrial      13,994       12,515     1,479    11.8          27,250       28,032       (782)   (2.8)
Solutions-Automotive      40,773       43,391    (2,618)   (6.0)         76,321       83,569     (7,248)   (8.7)
Eliminations/Other        (4,523)      (2,849)   (1,674)  (58.8)        (10,514)      (2,442)    (8,072) (330.5)
                       ---------    ---------   -------              ----------    ---------    -------
    Net sales          $ 182,008    $ 185,357   $(3,349)   (1.8)     $  363,609    $ 369,974    $(6,365)   (1.7)
                       =========    =========   =======              ==========    =========    =======

</TABLE>



The Company's gross profit margins were  approximately  21.8%,  25.4%, 23.9% and
25.5% for the  fiscal  2000 and 1999  quarters  and the six months  then  ended,
respectively.  The decrease in the current  quarter and six-month  period margin
relative  to the  respective  periods in the prior year is the result of varying
effects  among the company's  segments.  The gross profit margin in the Products
segment  for the  quarter  and six month  periods  ended  October 3, 1999 showed
continued  improvement over the respective periods in the prior year as a result
of the continued integration of acquisitions including  consolidated  purchasing
efforts.  The  Solutions-Industrial  segment  experienced  a slight  increase in
margins for the current quarter and six-month periods when compared to the prior
year   as  a   result   of   the   same   strategies.   Gross   margin   in  the
Solutions-Automotive  segment  decreased  significantly  for the quarter and six
month  period  ended  October  3, 1999 as a result of cost  overruns  on several
foreign jobs and reduced volume created by GM's delay in capital spending due to
a shift in its spending from small car to truck and SUV plants.

Selling expenses were $12,412,000,  $12,819,000,  $25,170,000 and $25,691,000 in
the fiscal 2000 and 1999  quarters and the six months then ended,  respectively.
As a percentage of consolidated  net sales,  selling  expenses were 6.8%,  6.9%,
6.9% and 6.9% in the fiscal  2000 and 1999  quarters  and the six month  periods
then ended, respectively.

General and administrative  expenses were $10,912,000  $9,780,000,  $20,269,000,
and  $19,219,000  in the fiscal 2000 and 1999  quarters  and the six months then
ended, respectively.  The fiscal 2000 expenses were impacted by the additions of
WECO and  Abell-Howe.  As a percentage of  consolidated  net sales,  general and
administrative  expenses were 6.0%,  5.3%,  5.6% and 5.2% in the fiscal 2000 and
1999 quarters and the six months then ended, respectively.

The Company  incurred proxy contest related  expenses  amounting to $835,000 and
$965,000,  respectively  in the  quarter  and six months  ended  October 3, 1999
relative to the August 16, 1999 annual shareholders  meeting and annual director
elections.

Amortization  of  intangibles  was   $4,000,000,   $3,865,000,   $8,002,000  and
$7,643,000  in the fiscal 2000 and 1999  quarters and the six months then ended,
respectively.  The fiscal 2000 increase is due to the  amortization  of goodwill
resulting from the acquisitions of Abell-Howe, Gautier, Camlok-Tigrip, and WECO.



                                     - 16 -
<PAGE>

As a result of the above, income from operations  decreased  $9,005,000 or 43.8%
in the fiscal 2000 quarter and decreased  $9,364,000 or 22.4% in the fiscal 2000
six month period  compared to the  respective  periods in fiscal  1999.  This is
based on income from operations of  $11,573,000,  $20,578,000,  32,439,000,  and
$41,803,000  in the fiscal 2000 and 1999  quarters  and  six-month  periods then
ended, respectively.

Interest  and  debt  expense  was  $8,294,000,   $9,302,000,   $16,573,000,  and
$18,250,000  in the fiscal 2000 and 1999 quarters and the six months then ended,
respectively.  The fiscal 2000  decrease is primarily due to the payment of debt
based on strong  operating  cash flow over the last 12 months less funds used to
finance  acquisitions.  As a percentage of consolidated net sales,  interest and
debt expense was 4.6%, 5.0%, 4.6%, and 4.9% in the fiscal 2000 and 1999 quarters
and the six months then ended, respectively.

Interest and other income was $306,000,  $262,000, $553,000, and $633,000 in the
fiscal 2000 and 1999 quarters and the six months then ended, respectively.

Income taxes as a percentage of income  before  income taxes were 85.7%,  48.7%,
57.9% and 49.1% in the fiscal  2000 and 1999  quarters  and the six months  then
ended,  respectively.  The  percentages  reflect  the  effect  of  nondeductible
amortization of goodwill resulting from acquisitions.

Net income,  therefore,  decreased  $5,413,000  or 91.4% for the  quarter  ended
October 3, 1999 and decreased $5,393,000 or 43.8% for the six months then ended.
This is based on net income of $511,000, $5,924,000, $6,906,000, and $12,299,000
for the quarters and  six-month  periods ended October 3, 1999 and September 27,
1998, respectively.


LIQUIDITY AND CAPITAL RESOURCES

On  April  29,  1999,  the  Company  acquired  all of the  outstanding  stock of
Washington  Equipment  Company (WECO) for $6.4 million in cash,  financed by the
Company's revolving credit facility.

On March 1, 1999,  GL was merged with and into the Company  through the issuance
of 897,114 shares of newly issued Company stock and options to purchase  154,848
shares of Company stock for all issued and outstanding  stock and options of GL.
The fair market value of the stock and options exchanged was approximately $20.6
million.

On January 29, 1999, the Company acquired all of the outstanding stock of Camlok
and the net  assets  of the  Tigrip  product  line for  $10.6  million  in cash,
financed by a German subsidiary revolving credit facility and term note.

On  December 4, 1998,  the  Company  acquired  all of the  outstanding  stock of
Gautier  for $3 million in cash,  financed  by the  Company's  revolving  credit
facility.

During October 1998, the Company's ESOP borrowed $7,682,000 from the Company and
purchased  479,900  shares  of  Company  common  stock on the open  market at an
average cost of $16 per share.

On August 21, 1998,  the Company  acquired the net assets of  Abell-Howe  for $7
million in cash, financed by the Company's revolving credit facility.





                                     - 17 -
<PAGE>

On August 7, 1998, the Company sold its Mechanical  Products  division for $11.5
million, consisting of $9.1 million in cash and a $2.4 million note receivable.

The 1998 Revolving Credit Facility provides availability up to $300 million, due
March 31, 2003, against which $221.2 million was outstanding at October 3, 1999.
Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a spread
determined by the Company's  leverage ratio,  amounting to 200.0 basis points at
November  16,  1999.  The 1998  Revolving  Credit  Facility  is  secured  by all
equipment, inventory, receivables,  subsidiary stock (limited to 65% for foreign
subsidiaries) and intellectual property. To manage its exposure to interest rate
fluctuations, the Company has an interest rate swap and cap.

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

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

Net cash provided by operating  activities  was  $19,727,000  for the six months
ended October 3, 1999, an increase of $15,547,000  over the net cash provided by
operating  activities for the six months ended September 27, 1998 of $4,180,000.
The  significant  increase is  primarily  due to changes in the working  capital
needs of Automatic Systems Inc. (ASI), formerly LICO, Inc.

Net cash used in  investing  activities  increased  to  $12,925,000  for the six
months ended October 3, 1999 from  $1,802,000 for the six months ended September
27, 1998. The $11,123,000  difference is due primarily to proceeds received as a
result of the sale of Mechanical Products.

Net cash  provided by financing  activities  was  $5,346,000  for the six months
ended October 3, 1999 while net cash used in financing activities was $7,107,000
for the three  months  ended  September  27,  1998.  The  $12,453,000  change is
primarily due to borrowings  used to acquire WECO in the current year,  compared
to the proceeds from the  Mechanical  Products  sale net of  borrowings  for the
Abell-Howe acquisition which were used to pay down debt in the prior year.








                                     - 18 -

<PAGE>


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures for the six months ended October 3, 1999 and September 27,
1998 were  $5,130,000 and $5,621,000,  respectively.


INFLATION AND OTHER MARKET CONDITIONS

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


SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders, by periods of high vacation 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.


YEAR 2000 CONVERSIONS

The Company's  corporate-wide Year 2000 initiative is being managed by a team of
internal staff and  administered  by the Director of Information  Services.  The
Company has completed the assessment  phase of its Year 2000 compliance  project
and is currently working on remediation of affected components.

The  Company  has  determined  that it needs to modify  certain  portions of its
corporate  business  information  software  so that  its  computer  system  will
function  properly  with  respect  to dates in the year  2000 and  beyond.  Both
internal   and  external   resources   have  been   dedicated  to   identifying,
implementing,  and testing corrective action in order to make such programs Year
2000 compliant; all such work is planned to be completed by November 1999 and is
currently on schedule.  To date the corporate business  information software has
been 100% assessed,  approximately  98% has been  remedially  reprogrammed,  and
approximately  90% is now  certified  to be Year  2000  compliant.  The  Company
believes that, with modifications to existing software, the Year 2000 issue will
not pose significant operational problems for its computer systems.

The Company has completed a corporate-wide assessment of the Year 2000 readiness
of  microprocessor-controlled  equipment  such as robotics,  CNC  machines,  and
security and environmental  systems.  This assessment has revealed that at least
98% of all  microprocessor-controlled  equipment  is  currently  compliant.  The
remaining 2%, which includes recent acquisitions, is currently under review. Any
necessary  upgrades to ensure Year 2000 readiness are expected to be in place by
the end of November 1999. In addition,  the Company has  determined  that all of
its manufactured products are 100% Year 2000 compliant.



                                     - 19 -
<PAGE>

The Company has  initiated  communications  with its  suppliers and customers to
determine the extent to which  systems,  products or services are  vulnerable to
failure should those third parties fail to remediate their own Year 2000 issues.
To date the Company has received  responses to over 88% of its  inquiries and no
Year 2000 compliance  problems have been identified from these responses.  While
we believe that our Year 2000  compliance plan  adequately  addresses  potential
Year  2000  concerns  and to date no  significant  Year  2000  issues  have been
identified with our suppliers and customers,  there can be no guarantee that the
systems of other  companies on which our operations  rely will be compliant an a
timely basis and will not have an effect on our operations.

The Company has conducted  preliminary  contingency  planning and identified the
critical need areas. A high level  approach  incorporating  manual  workarounds,
increasing critical inventories,  identifying alternate suppliers, and adjusting
staffing  levels  has  been  discussed  and  forms  the  basis  for the  initial
contingency planning. The Company believes this level of planning is appropriate
at the current time, however, the planning will be further expanded if warranted
by future events.

The cost of the Year 2000  initiatives  is not  expected  to be  material to the
Company's results of operations or financial position.

The forward looking statements  contained in the Year 2000 Conversions should be
read in  conjunction  with the  Company's  disclosures  under the heading  "Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995".


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities" (SFAS
133). In June 1999, the FASB issued SFAS 137, which defers the effective date of
SFAS 133 to fiscal  years  beginning  after June 15, 2000.  SFAS133  establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities. It requires that entities recognize all derivatives as either assets
or  liabilities  in the  statement  of  financial  position  and  measure  those
instruments  at  fair  value.  The  intended  use  of  the  derivative  and  its
designation  as either (1) a hedge of the  exposure to changes in the fair value
of a recognized asset or liability or a firm commitment (a fair value hedge) (2)
a hedge of the exposure to variable  cash flows of a forecasted  transaction  (a
cash flow  hedge),  or (3) a hedge of the  foreign  currency  exposure  of a net
investment in a foreign  operation (a foreign  currency  hedge),  will determine
when the gains and losses on the  derivatives  are reported in earnings and when
they are to be  reported  as a  component  of other  comprehensive  income.  The
adoption of SFAS 133 is not expected to have a material  impact on the financial
position or results of operations of the Company.














                                     - 20 -

<PAGE>


SUBSEQUENT EVENT

In its October 26th, 1999 second quarter earnings release, the Company announced
its  plan to  engage  an  advisor  to  explore  strategic  alternatives  for the
Company's  Solutions-Automotive  segment  made  up of  Automatic  Systems,  Inc.
("ASI").  The strategic  alternatives  to be evaluated  include the sale of ASI,
restructuring of its operational  focus, and  diversification  of the markets it
serves.  The strategic  evaluation and plan for ASI are expected to be completed
within the next two to three months.


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.






























                                     - 21 -
<PAGE>


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Changes in Securities - none.

Item 3.    Defaults upon Senior Securities - none.

Item 4.    Submission of Matters to a Vote of Security  Holders On August
             16, 1999, the Annual Meeting of Shareholders was held:

                The following directors were elected:
                      10,198,785 votes cast for:  Herbert P. Ladds, Jr.;
                      10,207,643 votes cast for:  Timothy T. Tevens;
                      10,211,803 votes cast for:  Robert L. Montgomery, Jr.;
                      10,213,003 votes cast for:  Randolph A. Marks;
                      10,212,867 votes cast for:  L. David Black and Richard J.
                                                  Fleming ;
                      10,212,903 votes cast for:  Carlos Pasqual;
                       2,916,034 votes cast for:  Larry N. Katsoulis;  Jonathan
                                                  G. Guss;  George G. Raymond,
                                                  Jr.;  Jeffrey E. Schwarz; and
                                                  Robert F. Lietzow, Jr.

                Proposal  to  approve  the   adoption  of  the   Amendment   and
                Restatement of the Columbus McKinnon  Corporation 1995 Incentive
                Stock Option Plan:
                      11,210,347 votes cast for
                         513,660 votes cast against
                       1,703,313 abstain

                Columbus  McKinnon  Shareholders  Committee  (the  "dissidents")
                proposal to have the shareholders  rescind the By-law amendments
                adopted by the Board of Directors in May 1999:
                       4,953,446 votes cast for
                       8,011,127 votes cast against
                         462,747 abstain



Item 5.    Other Information - none.


















                                     - 22 -
<PAGE>



Item 6.    Exhibits and Reports on Form 8-K

           Exhibit 10.1     Third Amendment, dated  as of  November 16, 1999, to
                            the Credit  Agreement,  dated as of March 31,  1998,
                            among   Columbus   McKinnon   Corporation,   as  the
                            Borrower,  the  banks,  financial  institutions  and
                            other   institutional   lenders  named  therein,  as
                            Initial Lenders, Fleet National Bank, as the Initial
                            Issuing Bank, Fleet National Bank, as the Swing Line
                            Bank and Fleet National Bank, as the  Administrative
                            Agent.

           Exhibit 10.2     Fourth   Supplemental  Indenture  among   Washington
                            Equipment Company, G.L. International, Inc., Gaffey,
                            Inc.,  Handling  Systems and Conveyors,  Inc., Larco
                            Material  Handling  Inc.,  Abell-Howe  Crane,  Inc.,
                            Automatic Systems,  Inc., LICO Steel, Inc., Columbus
                            McKinnon Corporation, Yale Industrial Products, Inc.
                            and State Street Bank and Trust  Company,  N.A.,  as
                            trustee, dated as of November 1, 1999.




           There are no reports on Form 8-K.



































                                     - 23 -
<PAGE>


                                   SIGNATURES


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


                                             COLUMBUS McKINNON CORPORATION
                                             -----------------------------
                                             (Registrant)






Date: NOVEMBER 16, 1999                      /S/ ROBERT L. MONTGOMERY, JR.
      -----------------                      -----------------------------
                                             Robert L. Montgomery, Jr.
                                             Executive Vice President and
                                             Chief Financial Officer (Principal
                                               Financial Officer)




































                                     - 24 -