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

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

For the quarterly period ended September 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

The number of shares of common stock outstanding as of October 31, 2002 was:
14,895,172 shares.






<PAGE>

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


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

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

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

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

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

           Notes to condensed consolidated financial statements -
              September 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              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)
                                                                              SEPTEMBER 29,        MARCH 31,
                                                                                  2002              2002
                                                                               -----------        -----------
ASSETS:                                                                                 (IN THOUSANDS)
Current assets:
<S>                                                                            <C>                <C>
      Cash and cash equivalents                                                $     4,511        $    13,068
      Trade accounts receivable                                                     84,546             82,266
      Inventories                                                                   91,101             89,656
      Net assets held for sale                                                       2,411              4,290
      Net current assets of discontinued operations                                      -             21,497
      Prepaid expenses                                                              10,423              8,543
                                                                               -----------        -----------
Total current assets                                                               192,992            219,320
Property, plant, and equipment, net                                                 68,277             70,742
Goodwill and other intangibles, net                                                194,487            200,801
Marketable securities                                                               20,714             24,634
Deferred taxes on income                                                             5,173              3,133
Other assets                                                                         5,469              5,665
                                                                               -----------        -----------
Total assets                                                                   $   487,112        $   524,295
                                                                               ===========        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                   $     2,843        $     2,518
      Trade accounts payable                                                        25,534             31,617
      Accrued liabilities                                                           36,008             39,533
      Restructuring reserve                                                            306                949
      Current portion of long-term debt                                            122,404            146,663
                                                                               -----------        -----------
Total current liabilities                                                          187,095            221,280
Senior debt, less current portion                                                      811              1,509
Subordinated debt                                                                  199,707            199,681
Other non-current liabilities                                                       31,427             30,214
                                                                               -----------        -----------
Total liabilities                                                                  419,040            452,684
                                                                               -----------        -----------
Shareholders' equity
      Common stock                                                                     149                149
      Additional paid-in capital                                                   104,864            104,920
      Accumulated deficit                                                          (16,022)           (12,536)
      ESOP debt guarantee                                                           (6,233)            (6,514)
      Unearned restricted stock                                                       (312)              (414)
      Total accumulated other comprehensive loss                                   (14,374)           (13,994)
                                                                               -----------        -----------
Total shareholders' equity                                                          68,072             71,611
                                                                               -----------        -----------
Total liabilities and shareholders' equity                                     $   487,112        $   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                   SIX MONTHS ENDED
                                                       ------------------                   ----------------
                                                 SEPTEMBER 29,     SEPTEMBER 30,     SEPTEMBER 29,     SEPTEMBER 30,
                                                     2002              2001              2002              2001
                                                     ----              ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   113,238       $   122,542       $   227,129       $   251,628
Cost of products sold                                  86,665            91,348           172,926           186,961
                                                  -----------       -----------       -----------       -----------
Gross profit                                           26,573            31,194            54,203            64,667
                                                  -----------       -----------       -----------       -----------
Selling expenses                                       11,662            10,940            22,985            22,050
General and administrative expenses                     6,238             6,926            12,942            12,746
Restructuring charges                                       -               727                 -             9,567
Amortization of intangibles                               134             2,761               263             5,542
                                                  -----------       -----------       -----------       -----------
                                                       18,034            21,354            36,190            49,905
                                                  -----------       -----------       -----------       -----------
Income from operations                                  8,539             9,840            18,013            14,762
Interest and debt expense                               7,207             7,914            14,484            16,181
Interest and other income (expense)                       225                31             3,718               (82)
                                                  -----------       -----------       -----------       -----------
Income (loss) before income taxes                       1,557             1,957             7,247            (1,501)
Income tax expense                                        542             1,689             2,733             1,050
                                                  -----------       -----------       -----------       -----------
Income (loss) from continuing operations
   before cumulative effect of accounting
   change                                               1,015               268             4,514            (2,551)
Loss from discontinued operations                           -            (1,600)                -            (3,442)
                                                  -----------       -----------       -----------       -----------
Income (loss) before cumulative effect of
   accounting change                                    1,015            (1,332)            4,514            (5,993)
Cumulative effect of accounting change                      -                 -            (8,000)                -
                                                  -----------       -----------       ------------      -----------
Net income (loss)                                       1,015            (1,332)           (3,486)           (5,993)
(Accumulated deficit) retained
   earnings - beginning of period                     (17,037)          119,139           (12,536)          124,806
Cash dividends of $0.00, $0.07, $0.00 and
   $0.14 per share                                          -            (1,010)                -            (2,016)
                                                  -----------       -----------       -----------       -----------
(Accumulated deficit) retained
   earnings - end of period                       $   (16,022)      $   116,797       $   (16,022)      $   116,797
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted
   Continuing operations                          $      0.07       $      0.02       $      0.31       $     (0.18)
   Discontinued operations                                  -             (0.11)                -             (0.24)
   Cumulative effect of accounting change                   -                 -             (0.55)                -
                                                  -----------       -----------       -----------       -----------
   Basic and diluted net income (loss) per share  $      0.07       $     (0.09)      $     (0.24)      $     (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>
                                                                                      SIX MONTHS ENDED
                                                                                      ----------------
                                                                              SEPTEMBER 29,      SEPTEMBER 30,
                                                                                  2002               2001
                                                                               -----------        -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
Income (loss) from continuing operations before cumulative effect
<S>                                                                            <C>                <C>
   of accounting change                                                        $     4,514        $    (2,551)
Adjustments to reconcile income (loss) from continuing operations
   before cumulative effect of accounting change to net cash
   provided by operating activities:
     Depreciation and amortization                                                   5,702             11,782
     Deferred income taxes                                                            (937)              (358)
     Gain on investments                                                            (2,757)                 -
     Other                                                                           1,237                730
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                 2,005             14,689
           Inventories                                                                 150              9,058
           Prepaid expenses                                                         (1,323)            (1,132)
           Other assets                                                                 26               (172)
           Trade accounts payable                                                   (7,232)             2,873
           Accrued and non-current liabilities                                        (730)            (2,660)
                                                                               ------------       ------------
Net cash provided by operating activities of continuing operations                     655             32,259
                                                                               -----------        -----------

INVESTING ACTIVITIES:
Sales (purchase) of marketable securities, net                                       1,184                (25)
Capital expenditures                                                                (2,270)            (3,182)
Proceeds from sale of businesses                                                    15,950                  -
Net assets held for sale                                                             1,879                158
                                                                               -----------        -----------
Net cash provided by (used in) investing activities of continuing operations        16,743             (3,049)
                                                                               -----------        -----------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit agreements                             (23,366)           (39,691)
Repayment of debt                                                                   (1,531)              (559)
Dividends paid                                                                           -             (2,016)
Other                                                                               (1,385)              (119)
                                                                               -----------        ------------
Net cash used in financing activities of continuing operations                     (26,282)           (42,385)
Effect of exchange rate changes on cash                                               (177)               516
                                                                               ------------       -----------
Net cash used in continuing operations                                              (9,061)           (12,659)
Cash provided by (used in) discontinued operations                                     504             (1,356)
                                                                               -----------        -----------
Net decrease in cash and cash equivalents                                           (8,557)           (14,015)
Cash and cash equivalents at beginning of period                                    13,068             14,015
                                                                               -----------        -----------
Cash and cash equivalents at end of period                                     $     4,511        $         -
                                                                               ===========        ===========
</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 4 -

<PAGE>

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

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED               SIX MONTHS ENDED
                                                      SEPTEMBER 29,  SEPTEMBER 30,     SEPTEMBER 29,   SEPTEMBER 30,
                                                          2002           2001              2002            2001
                                                          ----           ----              ----            ----
                                                                              (IN THOUSANDS)
<S>                                                   <C>              <C>              <C>              <C>
Net income (loss)                                     $    1,015       $   (1,332)      $   (3,486)      $   (5,993)
                                                      ----------       ----------       ----------       ----------
Other comprehensive loss net of tax:
   Foreign currency translation adjustments               (1,516)           2,133            4,107            1,892
   Unrealized gain (loss) on derivatives
     qualifying as hedges                                     33             (695)             (97)            (572)
   Unrealized losses on investments:
     Unrealized holding (losses) gains arising
       during the period                                  (1,596)          (1,630)          (2,585)          (1,272)
     Reclassification adjustment for
       (gains) losses included in net income                 229              145           (1,805)             383
                                                      ----------       ----------       -----------      ----------
                                                          (1,367)          (1,485)          (4,390)            (889)
                                                      ----------       ----------       ----------       ----------
Total other comprehensive (loss) income                   (2,850)             (47)            (380)             431
                                                      ----------       ----------       -----------      ----------
Comprehensive loss                                    $   (1,835)      $   (1,379)      $   (3,866)      $   (5,562)
                                                      ==========       ==========       ==========       ==========

</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.





















                                     - 5 -

<PAGE>
                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 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 September  29, 2002,  and the results of its
     operations  and its cash flows for the three and  six-month  periods  ended
     September 29, 2002 and September 30, 2001, have been included.  Results for
     the period ended September 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:
                                                SEPTEMBER 29,       MARCH 31,
                                                    2002              2002
                                                 ----------        -----------
                                                        (IN THOUSANDS)
     At cost - FIFO basis:
        Raw materials.........................   $   48,626        $    48,477
        Work-in-process.......................       17,535             13,735
        Finished goods........................       31,979             34,417
                                                 ----------        -----------
                                                     98,140             96,629
     LIFO cost less than FIFO cost............       (7,039)            (6,973)
                                                 ----------        -----------
     Net inventories   .......................   $   91,101        $    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 $74,856,000  and  $69,417,000 of
     accumulated  depreciation  at  September  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.
     The Company will  perform its annual  impairment  review  during the fourth
     quarter  of each year  commencing  in the fourth  quarter  of Fiscal  2003.
     Depending  on further  decline in the  economy or decline in the  Company's
     stock price, the Company may be required to record  additional  significant
     non-cash  charges  to write  down its  carrying  value  of  goodwill.  Upon
     finalization of the transitional  goodwill  impairment  test,  goodwill was
     reallocated amongst reporting units.

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


<TABLE>
<CAPTION>

                         MARCH 31,    RECLASSIFICATIONS                   SEPTEMBER 29,
                           2002        AND TRANSLATION    IMPAIRMENTS         2002
                           ----        ---------------    -----------         ----
                                                  (IN THOUSANDS)
<S>                    <C>              <C>              <C>              <C>
     Products          $    165,295     $     24,803     $     (1,930)    $    188,168
     Solutions               30,360          (23,561)          (6,070)             729
                       ------------     ------------     ------------     ------------
Total                  $    195,655     $      1,242     $     (8,000)    $    188,897
                       ============     ============     ============     ============

</TABLE>

     As of September 29, 2002, the gross balance of deferred  financing costs is
     $9,467,000 and accumulated  amortization is $5,121,000.  Other  intangibles
     have a net value of $1,244,000.






                                     - 7 -

<PAGE>

     No reclassification  of identifiable  intangible assets apart from goodwill
     was necessary as a result of adoption of SFAS No. 142. 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>
                                                                       SIX MONTHS ENDED
                                                                       ----------------
                                                                SEPTEMBER 29,     SEPTEMBER 30,
                                                                    2002              2001
                                                                    ----              ----
                                                                          (IN THOUSANDS)
<S>                                                              <C>               <C>
     Reported income (loss) from continuing operations           $    4,514        $   (2,551)
     Goodwill amortization add-back, net of tax                           -             5,085
                                                                 ----------        ----------
     Adjusted income from continuing operations                  $    4,514        $    2,534
                                                                 ==========        ==========

     Reported income (loss) from continuing operations
        per share - basic and diluted                            $     0.31        $   (0.18)
     Goodwill amortization add-back                                       -             0.35
                                                                 ----------        ---------
     Adjusted income from continuing operations
        per share - basic and diluted                            $     0.31        $    0.17
                                                                 ==========        =========
</TABLE>

     Amortization  expense  is  estimated  to  be  $3,250,000  for  fiscal  2003
     including  $500,000  of  amortization  reflected  on  the  amortization  of
     intangibles line and $2,750,000 of amortization of deferred financing costs
     shown on the interest and debt  expense line on the  financial  statements.
     Amortization  expense is  estimated to be  $2,150,000  for each of the four
     succeeding  fiscal  years  thereafter  including  $500,000 of  amortization
     reflected  on the  amortization  of  intangibles  line  and  $1,650,000  of
     amortization  of deferred  financing  costs shown on the  interest and debt
     expense  line  on  the  financial   statements  without   consideration  of
     additional  financing  costs expected in conjunction  with the  refinancing
     currently in process.

     Goodwill and other  intangibles  is net of $66,606,000  and  $58,343,000 of
     accumulated  amortization  at  September  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. 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 $33,000 for the quarter ended September 29,
     2002 versus a decrease to other  comprehensive  income of $695,000  for the
     quarter ended September 30, 2001. For the six-month periods ended September
     29, 2002 and September 30, 2001,  the net impact was a $97,000 and $572,000
     decrease to other comprehensive income, respectively. The fair value of the
     derivative at September 29, 2002 was an $868,000 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 $152,000,000 based on quoted market prices, which is less than its
     carrying amount of $199,707,000.


                                     - 8 -
<PAGE>


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

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED               SIX MONTHS ENDED
                                                       ------------------               ----------------
                                                  SEPTEMBER 29,   SEPTEMBER 30,   SEPTEMBER 29,    SEPTEMBER 30,
                                                      2002            2001            2002             2001
                                                      ----            ----            ----             ----
                                                                         (IN THOUSANDS)
Numerator for basic and diluted earnings per share:
<S>                                                 <C>             <C>             <C>              <C>
  Net income (loss)                                 $  1,015        $ (1,332)       $ (3,486)        $ (5,993)
                                                    ========        ========        ========         ========

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS                       14,487          14,407          14,483          14,399

  Effect of dilutive employee stock options                -               -               -               -
                                                    --------        --------        --------        --------
  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS                      14,487          14,407          14,483          14,399
                                                    ========        ========        ========        ========

</TABLE>


8.   Income tax expense for the three and six-month  periods ended September 29,
     2001  exceeds the  customary  relationship  between  income tax expense and
     income  (loss)  before income taxes due to  nondeductible  amortization  of
     goodwill of $2,389,000 and $4,719,000, respectively.


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  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 six months ended  September 29, 2002
     and September 30, 2001, is as follows:

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED SEPTEMBER 29, 2002
                                                                   -----------------------------------
                                                              PRODUCTS          SOLUTIONS           TOTAL
                                                              --------          ---------           -----
                                                                             (IN THOUSANDS)
<S>                                                          <C>               <C>               <C>
     Sales to external customers......................       $   194,818       $    32,311       $   227,129
     Operating income before amortization
        and restructuring charges.....................            17,351               925            18,276
     Depreciation and amortization....................             5,190               512             5,702
     Total assets.....................................           450,517            36,595           487,112
     Capital expenditures.............................             2,097               173             2,270



                                     - 9 -

<PAGE>

                                                                   SIX MONTHS ENDED SEPTEMBER 30, 2001
                                                                   -----------------------------------
                                                              PRODUCTS          SOLUTIONS           TOTAL
                                                              --------          ---------           -----
                                                                             (IN THOUSANDS)
     Sales to external customers......................       $   212,769       $    38,859       $   251,628
     Operating income before amortization
        and restructuring charges.....................            29,402               469            29,871
     Depreciation and amortization....................            10,258             1,524            11,782
     Total assets.....................................           447,881            66,492           514,373
     Capital expenditures.............................             2,663               519             3,182

</TABLE>


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


<TABLE>
<CAPTION>
                                                                                     SIX MONTHS ENDED
                                                                                     ----------------
                                                                              SEPTEMBER 29,     SEPTEMBER 30,
                                                                                  2002              2001
                                                                                  ----              ----
                                                                                      (IN THOUSANDS)
<S>                                                                            <C>               <C>
     Operating income before amortization...............................       $    18,276       $    29,871
     Restructuring charges..............................................                 -            (9,567)
     Amortization of intangibles........................................              (263)           (5,542)
     Interest and debt expense..........................................           (14,484)          (16,181)
     Interest income and other (expense) income.........................             3,718               (82)
                                                                               -----------       -----------
     Income (loss) before income taxes..................................       $     7,247       $    (1,501)
                                                                               ===========       ===========
</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 SEPTEMBER 29, 2002
Current assets:
<S>                                                 <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                          $    1,673    $   (1,377)   $    4,215    $        -    $    4,511
 Trade accounts receivable                              58,169         3,603        22,774             -        84,546
 Inventories                                            42,110        21,066        28,897          (972)       91,101
 Other current assets                                    9,975        (1,299)        4,158             -        12,834
                                                    ------------------------------------------------------------------
  Total current assets                                 111,927        21,993        60,044          (972)      192,992
 Property, plant, and equipment, net                    33,859        17,263        17,155             -        68,277
 Goodwill and other intangibles, net                    36,816       119,118        38,553             -       194,487
 Intercompany                                          255,251      (269,575)      (56,793)       71,117             -
 Other assets                                           75,175       159,483        (1,494)     (201,808)       31,356
                                                    ------------------------------------------------------------------
  Total assets                                      $  513,028    $   48,282    $   57,465    $ (131,663)   $  487,112
                                                    ==================================================================


Current liabilities                                 $  165,573    $    1,492    $   23,828    $   (3,798)   $  187,095
 Long-term debt, less current portion                  199,707             -           811             -       200,518
 Other non-current liabilities                          16,923        11,233         3,271             -        31,427
                                                    ------------------------------------------------------------------
  Total liabilities                                    382,203        12,725        27,910        (3,798)      419,040

Shareholders' equity                                   130,825        35,557        29,555      (127,865)       68,072
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  513,028    $   48,282    $   57,465    $ (131,663)   $  487,112
                                                    ==================================================================



FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2002
Net sales                                           $  117,398    $   62,585    $   56,332    $   (9,186)   $  227,129
Cost of products sold                                   88,080        51,143        42,866        (9,163)      172,926
                                                    ------------------------------------------------------------------
Gross profit                                            29,318        11,442        13,466           (23)       54,203
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses            18,946         6,125        10,856             -        35,927
Amortization of intangibles                                117             2           144             -           263
                                                    ------------------------------------------------------------------
                                                        19,063         6,127        11,000             -        36,190
                                                    ------------------------------------------------------------------
Income from operations                                  10,255         5,315         2,466           (23)       18,013
Interest and debt expense                               14,179            76           229             -        14,484
Interest and other income                                3,495           116           107             -         3,718
                                                    ------------------------------------------------------------------
Income before income taxes                                (429)        5,355         2,344           (23)        7,247
Income tax expense                                         (92)        2,160           674            (9)        2,733
                                                    ------------------------------------------------------------------
Income before cumulative effect of
   accounting change                                      (337)        3,195         1,670           (14)        4,514
Cumulative effect of accounting change                       -        (1,930)       (6,070)            -        (8,000)
                                                    ------------------------------------------------------------------
Net (loss) income                                    $    (337)   $    1,265    $   (4,400)   $      (14)   $   (3,486)
                                                    ==================================================================


                                     - 11 -

<PAGE>
                                                                   Domestic      Foreign       Elimina-     Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries      tions        dated
                                                    ------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                       $    7,328    $   (6,090)   $     (583)   $        -    $      655
                                                    ------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                   1,184             -             -             -         1,184
Capital expenditures                                    (1,001)         (372)         (897)            -        (2,270)
Proceeds from sale of business                               -        15,950             -             -        15,950
Other                                                        -         1,879             -             -         1,879
                                                    ------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                              183        17,457          (897)            -        16,743

                                                    ------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
   line-of-credit agreements                           (12,049)      (11,551)          234             -       (23,366)
Repayment of debt                                         (432)            -        (1,099)            -        (1,531)
Other                                                   (1,385)            -             -             -        (1,385)
                                                    ------------------------------------------------------------------
Net cash used in financing activities                  (13,866)      (11,551)         (865)            -       (26,282)
Effect of exchange rate changes on cash                      4             4          (185)            -          (177)
                                                    ------------------------------------------------------------------
Net cash used in continuing operations                  (6,351)         (180)       (2,530)            -        (9,061)
Net cash provided by discontinued operations                 -           504             -             -           504
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                 (6,351)          324        (2,530)            -        (8,557)
Cash and cash equivalents at beginning of period         8,024        (1,701)        6,745             -        13,068
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $    1,673    $   (1,377)   $    4,215    $        -    $    4,511
                                                    ==================================================================


AS OF SEPTEMBER 30,  2001
Current assets:
 Cash and cash equivalents                          $      570    $   (3,393)   $    2,823    $        -    $        -
 Trade accounts receivable                              53,331        10,727        21,441             -        85,499
 Inventories                                            46,294        26,220        28,556          (962)      100,108
 Net current assets of discontinued operations               -        22,731             -             -        22,731
 Other current assets                                    5,903         1,289         3,692             -        10,884
                                                    ------------------------------------------------------------------
  Total current assets                                 106,098        57,574        56,512          (962)      219,222
 Property, plant, and equipment, net                    33,276        23,314        18,203             -        74,793
 Goodwill and other intangibles, net                    37,842       124,447        45,944             -       208,233
 Intercompany                                          123,354      (291,193)      (59,100)      226,939             -
 Net non-current assets of discontinued
    operations                                               -       113,998             -             -       113,998
 Other assets                                          226,025       161,070        (1,350)     (350,889)       34,856
                                                    ------------------------------------------------------------------
  Total assets                                      $  526,595    $  189,210    $   60,209    $ (124,912)   $  651,102
                                                    ==================================================================

Current liabilities                                 $   41,154    $   15,793    $   21,178    $   (3,118)   $   75,007
 Long-term debt, less current portion                  337,654                       3,884             -       341,538
 Other non-current liabilities                          15,946        14,887         2,979             -        33,812
                                                    ------------------------------------------------------------------
  Total liabilities                                    394,754        30,680        28,041        (3,118)      450,357

Shareholders' equity                                   131,841       158,530        32,168      (121,794)      200,745
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  526,595    $  189,210    $   60,209    $ (124,912)   $  651,102
                                                    ==================================================================


                                     - 12 -
<PAGE>


                                                                   Domestic       Foreign      Elimina-     Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries      tions        dated
                                                    ------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
Net sales                                           $  111,779    $   97,173    $   53,764    $  (11,088)   $  251,628
Cost of products sold                                   80,723        76,933        40,405       (11,100)      186,961
                                                    ------------------------------------------------------------------
Gross profit                                            31,056        20,240        13,359            12        64,667
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses            16,648         8,503         9,645             -        34,796
Restructuring charges                                    9,567              -            -             -         9,567
Amortization of intangibles                              1,093         3,243         1,206             -         5,542
                                                    ------------------------------------------------------------------
                                                        27,308        11,746        10,851             -        49,905
                                                    ------------------------------------------------------------------
Income from operations                                   3,748         8,494         2,508            12        14,762
Interest and debt expense                               15,891             -           290             -        16,181
Interest and other (expense) income                       (324)          113           129             -           (82)
                                                    ------------------------------------------------------------------
(Loss) income from continuing operations before
     income tax  (benefit) expense                     (12,467)        8,607         2,347            12        (1,501)
Income tax (benefit) expense                            (4,635)        4,619         1,061             5         1,050
                                                    ------------------------------------------------------------------
(Loss) income from continuing operations                (7,832)        3,988         1,286             7        (2,551)
Loss from discontinued operations                           -         (3,442)            -             -        (3,442)
                                                    ------------------------------------------------------------------
Net (loss) income                                   $   (7,832)   $      546    $    1,286    $        7    $   (5,993)
                                                    ==================================================================



FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
OPERATING ACTIVITIES:
Net cash (used in) provided by  operating
   activities                                       $   57,976    $  (24,931)   $     (786)   $        -    $   32,259
                                                    ------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                     (25)            -             -             -           (25)
Capital expenditures                                    (1,673)         (116)       (1,393)            -        (3,182)
Other                                                        -           158             -             -           158
                                                    ------------------------------------------------------------------
Net cash used in investing activities                   (1,698)           42        (1,393)            -        (3,049)
                                                    ------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
   line-of-credit agreements                           (64,000)       24,717          (408)            -       (39,691)
Repayment of debt                                         (555)            -            (4)            -          (559)
Dividends paid                                          (2,016)            -             -             -        (2,016)
Other                                                     (119)            -             -             -          (119)
                                                    ------------------------------------------------------------------
Net cash provided by (used in) financing
   activities                                          (66,690)       24,717          (412)            -       (42,385)
Effect of exchange rate changes on cash                    (35)            -           551             -           516
                                                    ------------------------------------------------------------------
Net cash used in continuing operations                 (10,447)         (172)       (2,040)            -       (12,659)
Net cash used in discontinued operations                     -        (1,356)            -             -        (1,356)
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                (10,447)       (1,528)       (2,040)            -       (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          $      570    $   (3,393)   $    2,823    $        -    $        -
                                                    ==================================================================

</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 September  29, 2002,  this  Statement has not had any
     impact on the consolidated financial statements.


















                                     - 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 SIX MONTHS ENDED SEPTEMBER 29, 2002 AND SEPTEMBER 30, 2001
Net sales in the fiscal 2002 quarter ended  September 29, 2002 were $113,238,  a
decrease  of $9,304 or 7.6% from the fiscal 2001  quarter  ended  September  30,
2001.  Net sales for the six months ended  September 29, 2002 were  $227,129,  a
decrease of $24,499 or 9.7% from the six months ended September 30, 2001.  Sales
in the Products  segment  decreased  by $6,186 or 6.0% from the previous  year's
quarter  and  $17,951 or 8.4% for the six months  ended  September  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
16.1% or $3,118 for the  quarter  and 16.9% or $6,548  for the six months  ended
September  29, 2002 when  compared to the same  periods in the prior year due to
weak industrial  markets.  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
               SEPTEMBER 29,   SEPTEMBER 30,          CHANGE           SEPTEMBER 29,   SEPTEMBER 30,       CHANGE
                    2002            2001         AMOUNT       %          2002            2001         AMOUNT       %
                    ----            ----         ------       -          ----            ----         ------       -
                                             (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>              <C>             <C>           <C>          <C>       <C>             <C>           <C>          <C>
Products         $  96,964       $ 103,150     $  (6,186)   (6.0)     $ 194,818       $ 212,769     $ (17,951)   (8.4)
Solutions           16,274          19,392        (3,118)  (16.1)        32,311          38,859        (6,548)  (16.9)
                 ---------       ---------     ---------              ---------       ---------     ---------
Net sales        $ 113,238       $ 122,542     $  (9,304)   (7.6)     $ 227,129       $ 251,628     $ (24,499)   (9.7)
                 =========       =========     =========              =========       =========     =========
</TABLE>


The Company's gross profit margins were 23.5%,  25.5%,  23.9%, and 25.7% for the
fiscal 2002 and 2001 quarters and the six-month periods ended September 29, 2002
and  September  30, 2001,  respectively.  Gross  profit  margins in the Products
segment were 24.9%,  27.3%,  25.2%,  27.9% for the fiscal 2002 and 2001 quarters
and the  six-month  periods  ended  September  29, 2002 and  September 30, 2001,
respectively.  Gross profit margins in the Solutions segment were 15.0%,  15.4%,
15.8%,  13.6% for the fiscal 2002 and 2001  quarters and the  six-month  periods
ended September 29, 2002 and September 30, 2001,  respectively.  The decrease in
all margins  relative  to the  respective  periods in the prior  year,  with the
exception of the six-month period margin in the Solutions segment, is a combined
result of  decreased  volume and lack of pricing  increases  to  customers.  The
increase  in margin in the  six-month  period  for the  Solutions  segment  is a
function of an ease in competitive pricing in overseas markets and core business
refocus in one domestic market.


                                     - 15 -

<PAGE>


Selling expenses were $11,662,  $10,940, $22,985, and $22,050 in the fiscal 2003
and 2002  quarters  and the  six-month  periods then ended,  respectively.  As a
percentage of consolidated net sales,  selling expenses were 10.3%, 8.9%, 10.1%,
and 8.8% in the fiscal 2003 and 2002  quarters  and the  six-month  periods then
ended, respectively.  The increased selling expenses are the result of increased
commissions, foreign exchange rates, and inflation.

General and administrative expenses were $6,238, $6,926, $12,942, and $12,746 in
the  fiscal  2003  and 2002  quarters  and the  six-month  periods  then  ended,
respectively.   As  a  percentage  of  consolidated   net  sales,   general  and
administrative  expenses were 5.5%,  5.7%,  5.7% and 5.1% in the fiscal 2003 and
2002 quarters and the six-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. The six-month
period   expenses  are   comparable  as  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  in product  liability  expense
recorded by the Company's captive insurance company.

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

Amortization  of intangibles  was $134,  $2,761,  $263, and $5,542 in the fiscal
2003 and 2002 quarters and the six-month periods then ended,  respectively.  The
decrease in amortization is reflective of the cessation of goodwill amortization
in accordance with SFAS No. 142 beginning April 1, 2002.

Interest and debt expense was $7,207, $7,914, $14,484, and $16,181 in the fiscal
2003 and 2002 quarters and the six-month periods then ended,  respectively.  The
fiscal 2003 decreases are the result of decreasing debt levels.  As a percentage
of consolidated  net sales,  interest and debt expense was 6.4%, 6.5%, 6.4%, and
6.4% in the fiscal 2003 and 2002 quarters and the six-month  periods then ended,
respectively.

Interest and other income  (expense)  was $225,  $31,  $3,718,  and $(82) in the
fiscal  2003  and  2002   quarters  and  the   six-month   periods  then  ended,
respectively.  The increase in the current fiscal year to date results is due to
higher  investment  earnings,  specifically  realized  gains,  on  assets in the
Company's captive insurance company.

Income taxes as a percentage  of income  (loss)  before income taxes were 34.8%,
86.3%, 37.7%, and (70.0)% in the fiscal 2003 and 2002 quarters and the six-month
periods then ended,  respectively.  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.


LIQUIDITY AND CAPITAL RESOURCES

The Revolving  Credit Facility  provides  availability  up to $150 million,  due
March 31, 2003,  against which $122.2  million was  outstanding at September 29,
2002.  Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a
spread determined by the Company's  leverage ratio amounting to 400 basis points
at October 31, 2002. The Revolving  Credit Facility is secured by all equipment,
inventory,   receivables,   subsidiary   stock   (limited  to  65%  for  foreign
subsidiaries) and intellectual property.



                                     - 16 -

<PAGE>


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  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 $33 for the  quarter  ended  September  29,  2002 and a
decrease  of $695,  $97,  and $572 for the quarter  ended  September  30,  2001,
six-month  period ended September 29, 2002, and six-month period ended September
30, 2001,  respectively.  The fair value of the derivative at September 29, 2002
was an $868 liability.

Since the Revolving  Credit  Facility  expires on March 31, 2003, the Company is
currently in the process of negotiating new debt instruments  which are expected
to be finalized in November  2002. The new debt  instruments  will place certain
restrictions and covenants on the Company. The new debt instruments are believed
to be sufficient to fund ongoing  operations and budgeted  capital  expenditures
for at least the next twelve months.

Net cash  provided by  operating  activities  was $655 for the six months  ended
September  29, 2002  compared to $32,259 for the six months ended  September 30,
2001.  The  difference  of  $31,604 is due to  changes  in net  working  capital
components particularly accounts receivable, inventories, and accounts payable.

Net cash provided by investing  activities  was $16,743 for the six months ended
September 29, 2002  compared to net cash used in investing  activities of $3,049
for the six months ended September 30, 2001 as a result of the proceeds from the
sale of ASI and proceeds from the sale of assets held for sale.

Net cash used in  financing  activities  was  $26,282  for the six months  ended
September  29, 2002  compared to $42,385 for the six months ended  September 30,
2001.  The $16,103  change is the result of debt  payments made from funds freed
from working  capital during the first six 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 six months ended September 29, 2002 and September
30, 2001 were $2,270 and $3,182, respectively.


                                     - 17 -
<PAGE>

INFLATION AND OTHER MARKET CONDITIONS

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


SEASONALITY AND QUARTERLY RESULTS

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


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

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

The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets"  in  August  2001.  SFAS No.  144  supersedes  SFAS No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and Transactions." The statement, while retaining many of the fundamental
recognition and measurement provisions of SFAS No. 121, does change the criteria
to be met to  classify  an asset as  held-for-sale  as well as the  grouping  of
long-lived  assets and  liabilities  that represent the unit of accounting for a
long-lived  asset  to be held  and  used.  SFAS  No.  144 is  effective  for the
Company's  fiscal year beginning  April 1, 2002. As of September 29, 2002,  this
Statement has not had any impact on the consolidated financial statements.











                                     - 18 -

<PAGE>



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 September 29, 2002, an evaluation was performed  under the supervision and
with the participation of the Company's management including the chief executive
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 September 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 September 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

           On August 19, 2002, the Annual Meeting of Shareholders was held and
              the following directors were elected:
                   12,524,951 votes cast for:         Herbert P. Ladds, Jr.;
                   12,512,907 votes cast for:         Timothy T. Tevens;
                   12,534,936 votes cast for:         Robert L. Montgomery, Jr.;
                   12,474,532 votes cast for:         L. David Black;
                   12,487,103 votes cast for:         Richard J. Fleming;
                   12,487,103 votes cast for:         Carlos Pasqual.

Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

           Exhibit 4.1      Sixth Supplemental Indenture among Columbus McKinnon
                            Corporation,  Audubon West, Inc.,  Crane Equipment &
                            Service,  Inc.,  LICO Steel, Inc.,  Yale  Industrial
                            Products,  Inc.,  Audubon Europe S.a.r.l.  and State
                            Street Bank  and Trust  Company,  N.A.,  as trustee,
                            dated as of August 5, 2002.

           Exhibit 10.1     Twelfth  Amendment,  dated as of September 27, 2002,
                             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     Second   Amendment   to    the   Columbus   McKinnon
                            Corporation 1995  Incentive  Stock  Option Plan,  as
                            amended and restated.

           Exhibit 10.3     Second   Amendment    to   the   Columbus   McKinnon
                            Corporation Restricted Stock Plan.

           Exhibit 10.4     Amendment No. 4  to the 1998 Plan Restatement of the
                            Columbus  McKinnon  Corporation  Thrift  401(k) Plan
                            dated May 10, 2002.

           Exhibit 99.1     Certification of Chief Executive Officer

           Exhibit 99.2     Certification of Chief Financial Officer


           On August 26, 2002,  the Company  filed a Current  Report on Form 8-K
           with respect to shareholders  approval of amendments to its Incentive
           Stock Option and Restricted Stock Plans.




<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 13, 2002             /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  officers 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 officers 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  officers 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:  November 8, 2002
/S/ TIMOTHY T. TEVENS
-----------------------
Timothy T. Tevens
Chief Executive Officer



                                     - 22 -


<PAGE>


                                  CERTIFICATION

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

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

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

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

     4.   The registrant's  other certifying  officers 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 officers 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  officers 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:  November 13, 2002
/S/ ROBERT L. MONTGOMERY
------------------------
Robert L. Montgomery
Chief Financial Officer




                               - 23 -