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 July 3, 2005

                                       or

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

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

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


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


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


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


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


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


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

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


The  number  of  shares of common  stock  outstanding  as of July 31,  2005 was:
15,026,422 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                  JULY 3, 2005


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              July 3, 2005 and March 31, 2005                                  2

           Condensed consolidated statements of operations and
              accumulated deficit - Three months ended
              July 3, 2005 and July 4, 2004                                    3

           Condensed consolidated statements of cash flows -
              Three months ended July 3, 2005 and July 4, 2004                 4

           Condensed consolidated statements of comprehensive income -
              Three months ended July 3, 2005 and July 4, 2004                 5

           Notes to condensed consolidated financial statements -
              July 3, 2005                                                     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         21

Item 4.    Disclosure Controls and Procedures                                 21

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                          22

Item 2.    Unregistered Sales of Equity Securities and
              Use of Proceeds - none.                                         22

Item 3.    Defaults upon Senior Securities - none.                            22

Item 4.    Submission of Matters to a Vote of Security Holders - none.        22

Item 5.    Other Information - none.                                          22

Item 6.    Exhibits and Reports on Form 8-K                                   22













                                     - 1 -
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                  JULY 3,          MARCH 31,
                                                                                   2005              2005
                                                                                ----------        ----------
                                                                                (UNAUDITED)        (AUDITED)
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>               <C>
      Cash and cash equivalents                                                 $   13,627        $    9,479
      Trade accounts receivable                                                     89,881            88,974
      Unbilled revenues                                                              9,871             8,848
      Inventories                                                                   79,646            77,626
      Prepaid expenses                                                              14,047            14,198
                                                                                ----------        ----------
Total current assets                                                               207,072           199,125
Property, plant, and equipment, net                                                 55,946            57,237
Goodwill and other intangibles, net                                                186,741           187,285
Marketable securities                                                               25,674            24,615
Deferred taxes on income                                                             4,398             6,122
Other assets                                                                         6,430             6,487
                                                                                ----------        ----------
Total assets                                                                    $  486,261        $  480,871
                                                                                ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    4,728        $    4,839
      Trade accounts payable                                                        35,019            33,688
      Accrued liabilities                                                           54,696            51,962
      Restructuring reserve                                                            122               144
      Current portion of long-term debt                                                194             5,819
                                                                                ----------        ----------
Total current liabilities                                                           94,759            96,452
Senior debt, less current portion                                                  119,441           115,735
Subordinated debt                                                                  142,259           144,548
Other non-current liabilities                                                       43,609            42,369
                                                                                ----------        ----------
Total liabilities                                                                  400,068           399,104
                                                                                ----------        ----------
Shareholders' equity
      Common stock                                                                     150               149
      Additional paid-in capital                                                   104,283           104,078
      Accumulated deficit                                                           (1,322)           (8,644)
      ESOP debt guarantee                                                           (4,409)           (4,554)
      Unearned restricted stock                                                        (29)               (6)
      Accumulated other comprehensive loss                                         (12,480)           (9,256)
                                                                                ----------        ----------
Total shareholders' equity                                                          86,193            81,767
                                                                                ----------        ----------
Total liabilities and shareholders' equity                                      $  486,261        $  480,871
                                                                                ==========        ==========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                      -2 -

<PAGE>

<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMLATED DEFICIT
                                   (UNAUDITED)

                                                                                    THREE MONTHS ENDED
                                                                                    ------------------
                                                                                 JULY 3,            JULY 4,
                                                                                  2005               2004
                                                                              ------------       ------------
                                                                                   (IN THOUSANDS, EXCEPT
                                                                                      PER SHARE DATA)

<S>                                                                           <C>                <C>
Net sales                                                                     $    140,877       $    121,658
Cost of products sold                                                              104,334             90,207
                                                                              ------------       ------------
Gross profit                                                                        36,543             31,451
                                                                              ------------       ------------

Selling expenses                                                                    13,658             12,700
General and administrative expenses                                                  8,175              7,485
Restructuring charges                                                                   26                 33
Amortization of intangibles                                                             62                 77
                                                                              ------------       ------------
                                                                                    21,921             20,295
                                                                              ------------       ------------

Income from operations                                                              14,622             11,156
Interest and debt expense                                                            6,716              7,048
Other (income) and expense, net                                                       (789)                18
                                                                              -------------      ------------
Income before income tax expense                                                     8,695              4,090
Income tax expense                                                                   1,587                728
                                                                              ------------       ------------
Income from continuing operations                                                    7,108              3,362
Income from discontinued operations                                                    214                  -
                                                                              ------------       ------------
Net income                                                                           7,322              3,362
Accumulated deficit - beginning of period                                           (8,644)           (25,354)
                                                                              ------------       ------------
Accumulated deficit - end of period                                           $     (1,322)      $    (21,992)
                                                                              ============       ============


Basic income per share:
     Income from continuing operations                                        $       0.49       $       0.23
     Income from discontinued operations                                              0.01                  -
                                                                              ------------       ------------
     Basic income per share                                                   $       0.50       $       0.23
                                                                              ============       ============

Diluted income per share:
     Income from continuing operations                                        $       0.48       $       0.23
     Income from discontinued operations                                              0.01                  -
                                                                              ------------       ------------
     Diluted income per share                                                 $       0.49       $       0.23
                                                                              ============       ============
</TABLE>


          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 3 -

<PAGE>

<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                  JULY 3,           JULY 4,
                                                                                   2005              2004
                                                                                ----------        ----------
                                                                                       (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Income from continuing operations                                               $    7,108        $    3,362
Adjustments to reconcile income from
   continuing operations to net cash
   provided by operating activities:
     Depreciation and amortization                                                   2,332             2,325
     Deferred income taxes                                                           1,724             1,455
     Gain on sale of investments                                                      (481)                -
     Gain on early retirement of 2008 bonds                                            (11)                -
     Amortization of deferred financing costs                                          320               369
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                          (3,919)            2,674
           Inventories                                                              (2,620)           (2,080)
           Prepaid expenses                                                            130            (1,118)
           Other assets                                                               (202)             (129)
           Trade accounts payable                                                    2,095            (5,207)
           Accrued and non-current liabilities                                       4,161              (519)
                                                                                ----------        ----------
Net cash provided by operating activities                                           10,637             1,132
                                                                                ----------        ----------

INVESTING ACTIVITIES:
(Purchase) sale of marketable securities, net                                         (688)              208
Capital expenditures                                                                (1,674)             (838)
Net assets held for sale                                                                 -               220
                                                                                ----------        ----------
Net cash used in investing activities                                               (2,362)             (410)
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                                   1                 -
Net borrowings under revolving
     line-of-credit agreements                                                       4,205             1,175
Repayment of debt                                                                   (8,186)           (1,078)
Deferred financing costs incurred                                                      (98)              (11)
Other                                                                                  145               143
                                                                                ----------        ----------
Net cash (used in) provided by financing activities                                 (3,933)              229
Effect of exchange rate changes on cash                                               (408)               12
                                                                                ----------        ----------
Net cash provided by continuing operations                                           3,934               963
Net cash provided by discontinued operations                                           214                 -
                                                                                ----------        ----------
Net change in cash and cash equivalents                                              4,148               963
Cash and cash equivalents at beginning of period                                     9,479            11,101
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $   13,627        $   12,064
                                                                                ==========        ==========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.




                                     - 4 -

<PAGE>


<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                  JULY 3,           JULY 4,
                                                                                   2005              2004
                                                                                ----------        ----------
                                                                                       (IN THOUSANDS)

<S>                                                                             <C>               <C>
Net income                                                                      $    7,322        $    3,362
                                                                                ----------        ----------
Other comprehensive loss, net of tax:
   Foreign currency translation adjustment                                          (3,145)               (7)
   Unrealized loss on investments:
     Unrealized holding gain (loss) arising
       during the period                                                               371              (150)
     Reclassification adjustment for
       (gain) loss included in net income                                             (450)               69
                                                                                ----------        ----------
                                                                                       (79)              (81)
                                                                                ----------        ----------
Total other comprehensive loss                                                      (3,224)              (88)
                                                                                ----------        ----------
Comprehensive income                                                            $    4,098        $    3,274
                                                                                ==========        ==========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
























                                     - 5 -

<PAGE>

                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                  JULY 3, 2005

1.   DESCRIPTION OF BUSINESS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S.  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 July 3, 2005,  and the results of its  operations and its cash flows
for the three  month  periods  ended  July 3, 2005 and July 4,  2004,  have been
included.  Results  for the  period  ended  July  3,  2005  are not  necessarily
indicative  of the  results  that may be  expected  for the year ended March 31,
2006.  The  balance  sheet at March 31, 2005 has been  derived  from the audited
financial  statements at that date, but does not include all of the  information
and footnotes  required by U.S.  generally  accepted  accounting  principles for
complete  financial   statements.   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,
2005.

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


2.   STOCK BASED COMPENSATION

The Company  has two  stock-based  employee  compensation  plans in effect.  The
Company   accounts  for  these  plans  under  the  recognition  and  measurement
principles of Accounting  Principles Board Opinion No. 25, "Accounting for Stock
Issued  to  Employees"  (APB 25) and  related  Interpretations.  No  stock-based
employee  compensation  cost is reflected in net income,  as all options granted
under  these  plans  had an  exercise  price  equal to the  market  value of the
underlying  common stock on the date of grant and the number of options  granted
was fixed. The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value  recognition of SFAS No. 123
"Accounting for Stock-Based Compensation", to stock-based employee compensation:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                             -------------------------------
                                                             JULY 3, 2005       JULY 4, 2004
                                                             -------------------------------
<S>                                                          <C>                <C>
   Net income, as reported..........................         $      7,322       $      3,362
   Deduct: Total stock-based employee
      compensation expense determined under
      fair value based method for all awards,
      net of related tax effects                                     (346)              (186)
                                                             -------------------------------
   Net income, pro forma............................         $      6,976       $      3,176
                                                             ===============================

   Basic income per share:
   As reported......................................         $       0.50       $       0.23
                                                             ===============================
   Pro forma........................................         $       0.48       $       0.22
                                                             ===============================

   Diluted income per share:
   As reported......................................         $       0.49       $       0.23
                                                             ===============================
   Pro forma........................................         $       0.46       $       0.22
                                                             ===============================
</TABLE>


                                     - 6 -

<PAGE>

3.   INVENTORIES

Inventories consisted of the following:
                                                     JULY 3,          MARCH 31,
                                                      2005              2005
                                                   ----------        ----------
At cost - FIFO basis:
   Raw materials..............................     $   41,767        $   42,283
   Work-in-process............................         11,941            10,238
   Finished goods.............................         36,568            35,800
                                                   ----------        ----------
                                                       90,276            88,321
LIFO cost less than FIFO cost.................        (10,630)          (10,695)
                                                   ----------        ----------
Net inventories...............................     $   79,646        $   77,626
                                                   ==========        ==========

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


4.   RESTRUCTURING CHARGES

During the first three-months of fiscal 2006, the Company recorded restructuring
costs of $26 related mostly to the maintenance of non-operating facilities being
held for sale which are expensed on an as incurred basis in accordance with SFAS
No. 146 "Accounting for Costs Associated with Exit or Disposal  Activities." All
of these costs are related to the Products segment.  The liability as of July 3,
2005 consists of severance  payments and costs  associated  with the preparation
and maintenance of non-operating facilities prior to disposal which were accrued
prior to the adoption of SFAS No. 146.

The  following  table  provides  a  reconciliation  of the  activity  related to
restructuring reserves:

<TABLE>
<CAPTION>
                                                                    EMPLOYEE          FACILITY           TOTAL
                                                                  -----------------------------------------------
<S>                                                               <C>               <C>               <C>
   Reserve at March 31, 2005.................................     $        16       $       128       $       144
   Fiscal 2006 first quarter restructuring charges...........               -                26                26
   Cash payments.............................................             (13)              (35)              (48)
                                                                  -----------------------------------------------
   Reserve at July 3, 2005...................................     $         3       $       119       $       122
                                                                  ===============================================
</TABLE>


5.   NET PERIODIC BENEFIT COST

The following  table sets forth the components of net periodic  pension cost for
the Company's defined benefit pension plans:
                                                        THREE MONTHS ENDED
                                                        ------------------
                                                      JULY 3,          JULY 4,
                                                       2005             2004
                                                    ----------       ----------
     Service costs.........................         $    1,088       $    1,190
     Interest cost.........................              1,737            1,755
     Expected return on plan assets........             (1,654)          (1,645)
     Net amortization......................                508              495
                                                    ----------       ----------
     Net periodic pension cost.............         $    1,679       $    1,795
                                                    ==========       ==========

For additional information on the Company's defined benefit pension plans, refer
to  Note 11 in the  consolidated  financial  statements  and  footnotes  thereto
included in the  Company's  annual  report on Form 10-K for the year ended March
31, 2005.


                                     - 7 -

<PAGE>

The following  table sets forth the  components  of net periodic  postretirement
benefit cost for the Company's defined benefit postretirement plans:

                                                         THREE MONTHS ENDED
                                                         ------------------
                                                      JULY 3,           JULY 4,
                                                       2005              2004
                                                    ----------        ----------
     Service costs.........................         $        4        $        4
     Interest cost ........................                188               234
     Amortization of plan net losses.......                101               146
                                                    ----------         ---------
     Net periodic postretirement cost......         $      293        $      384
                                                    ==========        ==========

On  December  8,  2003,   Congress  passed  the  Medicare   Prescription   Drug,
Improvement,  and Modernization Act of 2003 ("Medicare Act"). In March 2004, the
FASB issued Staff Position No FAS 106-2 "Accounting and Disclosure  Requirements
Related to the Medicare  Prescription  Drug Improvement and Modernization Act of
2003 ("FSP No 106-2")," which provides accounting guidance on how to account for
the  effects  of  the  Medicare  Act  on   postretirement   plans  that  provide
prescription drug benefits.  The Medicare Act also requires certain  disclosures
regarding the effect of the subsidy provided by the Medicare Act.  Additionally,
FSP 106-2 provides two transition methods - retroactive to the date of enactment
or prospective from the date of adoption. The Company elected to adopt FAS 106-2
and apply the  prospective  transition  method in the  second  quarter of fiscal
2005. The accumulated post retirement benefit obligation decreased approximately
$2,200.

For  additional  information  on the Company's  defined  benefit  postretirement
benefit plans,  refer to Note 13 in the  consolidated  financial  statements and
footnotes  thereto  included in the Company's annual report on Form 10-K for the
year ended March 31, 2005.


6.   INCOME TAXES

Income tax expense as a percentage of income from continuing  operations  before
income tax  expense was 18.3%,  and 17.8% in the fiscal 2006 and 2005  quarters,
respectively.  The fiscal 2006 and 2005 percentages vary from the U.S. statutory
rate due to the utilization of domestic net operating loss  carry-forwards  that
had been fully reserved and jurisdictional  mix.  Therefore,  income tax expense
primarily  results from non-U.S.  taxable income and state taxes on U.S. taxable
income.


7.   EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                  JULY 3,           JULY 4,
                                                                                   2005              2004
                                                                                ----------        ----------
Numerator for basic and diluted earnings per share:
<S>                                                                             <C>               <C>
  Net income...........................................................         $    7,322        $    3,362
                                                                                ==========        ==========
Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS........................................             14,672            14,576

Effect of dilutive employee stock options..............................                357                24
                                                                                ----------        ----------
  Adjusted weighted-average common stock outstanding
    and assumed conversions - denominator for diluted EPS..............             15,029            14,600
                                                                                ==========        ==========

</TABLE>



                                     - 8 -

<PAGE>


8.   BUSINESS SEGMENT INFORMATION

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 end-users.  The Solutions  segment
sells  engineered  material  handling  systems such as conveyors and lift tables
primarily to end-users in the  consumer  products,  manufacturing,  warehousing,
and,  to a  lesser  extent,  the  steel,  construction,  automotive,  and  other
industrial  markets.   Intersegment  sales  are  not  significant.  The  Company
evaluates  performance  based on  operating  income of the  respective  business
units.

Segment  information  as of and for the three months ended July 3, 2005 and July
4, 2004, is as follows:

<TABLE>
<CAPTION>

                                                                 THREE MONTHS ENDED JULY 3, 2005
                                                                 -------------------------------
                                                         PRODUCTS           SOLUTIONS            TOTAL
                                                        -----------        -----------        -----------
<S>                                                     <C>                <C>                <C>
Sales to external customers......................       $   123,881        $    16,996        $   140,877
Income from operations...........................            14,128                494             14,622
Depreciation and amortization....................             2,035                297              2,332
Total assets.....................................           452,810             33,451            486,261


                                                                 THREE MONTHS ENDED JULY 4, 2004
                                                                 -------------------------------
                                                         PRODUCTS           SOLUTIONS            TOTAL
                                                        -----------        -----------        -----------
Sales to external customers......................       $   108,557        $    13,101        $   121,658
Income from operations...........................            10,824                332             11,156
Depreciation and amortization....................             2,088                237              2,325
Total assets.....................................           443,925             27,356            471,281


</TABLE>



















                                      - 9 -

<PAGE>

9.   SUMMARY FINANCIAL INFORMATION

The  following  information  sets  forth  the  condensed  consolidating  summary
financial  information  of the parent and  guarantors,  which  guarantee the 10%
Senior  Secured  Notes  and  the 8  1/2%  Senior  Subordinated  Notes,  and  the
nonguarantors.  The  guarantors  are wholly owned and the  guarantees  are full,
unconditional, joint and several.

<TABLE>
<CAPTION>

                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
AS OF JULY 3, 2005
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $    2,418    $   (1,000)   $   12,209    $        -    $   13,627
 Trade accounts receivable and unbilled revenues       57,948           410        41,394             -        99,752
 Inventories                                           34,731        20,399        25,943        (1,427)       79,646
 Other current assets                                   6,021           938         7,088             -        14,047
                                                   --------------------------------------------------------------------
  Total current assets                                101,118        20,747        86,634        (1,427)      207,072
 Property, plant, and equipment, net                   25,106        12,560        18,280             -        55,946
 Goodwill and other intangibles, net                   90,022        57,286        39,433             -       186,741
 Intercompany                                          95,132       (98,463)      (69,674)       73,005             -
 Other assets                                          53,560       197,864        25,273      (240,195)       36,502
                                                   -------------------------------------------------------------------
  Total assets                                     $  364,938    $  189,994    $   99,946    $ (168,617)   $  486,261
                                                   ===================================================================


Current liabilities                                $   43,365    $   15,439    $   37,865    $   (1,910)   $   94,759
 Long-term debt, less current portion                 261,059             -           641             -       261,700
 Other non-current liabilities                          7,201         8,188        28,220             -        43,609
                                                   -------------------------------------------------------------------
  Total liabilities                                   311,625        23,627        66,726        (1,910)      400,068

Shareholders' equity                                   53,313       166,367        33,220      (166,707)       86,193
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  364,938    $  189,994    $   99,946    $ (168,617)   $  486,261
                                                   ===================================================================



FOR THE THREE MONTHS ENDED JULY 3, 2005
Net sales                                          $   67,049    $   37,922    $   42,193    $   (6,287)   $  140,877
Cost of products sold                                  49,881        28,790        31,495        (5,832)      104,334
                                                   -------------------------------------------------------------------
Gross profit                                           17,168         9,132        10,698          (455)       36,543
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses           10,225         3,965         7,643             -        21,833
Restructuring charges                                      26             -             -             -            26
Amortization of intangibles                                44             1            17             -            62
                                                   -------------------------------------------------------------------
                                                       10,295         3,966         7,660             -        21,921
                                                   -------------------------------------------------------------------
Income from operations                                  6,873         5,166         3,038          (455)       14,622
Interest and debt expense                               5,573         1,053            90             -         6,716
Other income                                             (181)           (3)         (605)            -          (789)
                                                   -------------------------------------------------------------------
Income (loss) before income tax expense                 1,481         4,116         3,553          (455)        8,695
Income tax expense                                        175           309         1,103             -         1,587
                                                   -------------------------------------------------------------------
Income (loss) from continuing operations                1,306         3,807         2,450          (455)        7,108
Income from discontinued operations                       214             -             -             -           214
                                                   -------------------------------------------------------------------
Net income (loss)                                  $    1,520    $    3,807    $    2,450    $     (455)   $    7,322
                                                   ===================================================================



                                     - 10 -

<PAGE>


                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE THREE MONTHS ENDED JULY 3, 2005
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
activities                                         $    6,655    $     (160)   $    4,142    $        -    $   10,637
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -          (688)            -          (688)
Capital expenditures                                   (1,283)         (151)         (240)            -        (1,674)
                                                   -------------------------------------------------------------------
Net cash used in investing activities                  (1,283)         (151)         (928)            -        (2,362)
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock                      1             -             -             -             1
Net borrowings under revolving
     line-of-credit agreements                          4,040             -           165             -         4,205
Repayment of debt                                      (8,109)            -           (77)            -        (8,186)
Deferred financing costs incurred                         (98)            -             -             -           (98)
Other                                                     145             -             -             -           145
                                                   -------------------------------------------------------------------
Net cash (used in) provided by financing
activities                                             (4,021)            -            88             -        (3,933)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                  (166)            8          (250)            -          (408)
                                                   -------------------------------------------------------------------
Cash provided by (used in) continuing operations        1,185          (303)        3,052             -         3,934
CASH PROVIDED BY DISCONTINUED OPERATIONS                  214             -             -             -           214
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                 1,399          (303)        3,052             -         4,148
Cash and cash equivalents at beginning of
        period                                          1,019          (697)        9,157             -         9,479
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    2,418    $   (1,000)   $   12,209    $        -    $   13,627
                                                   ===================================================================




AS OF MARCH 31, 2005
Current assets:
 Cash and cash equivalents                          $   1,019    $     (697)   $    9,157    $        -    $    9,479
 Trade accounts receivable and unbilled revenues       57,707           197        39,918             -        97,822
 Inventories                                           33,651        18,919        26,028          (972)       77,626
 Other current assets                                   7,297           973         5,928             -        14,198
                                                   -------------------------------------------------------------------
  Total current assets                                 99,674        19,392        81,031          (972)      199,125
 Property, plant, and equipment, net                   25,107        12,847        19,283             -        57,237
 Goodwill and other intangibles, net                   90,027        57,287        39,971             -       187,285
 Intercompany                                          98,964      (102,189)      (70,216)       73,441             -
 Other assets                                          55,396       197,864        24,159      (240,195)       37,224
                                                   -------------------------------------------------------------------
  Total assets                                     $  369,168    $  185,201    $   94,228    $ (167,726)   $  480,871
                                                   ===================================================================


Current liabilities                                $   50,323    $   14,450    $   33,153    $   (1,474)   $   96,452
 Long-term debt, less current portion                 259,520             -           763             -       260,283
 Other non-current liabilities                          7,898         8,199        26,272             -        42,369
                                                   -------------------------------------------------------------------
  Total liabilities                                   317,741        22,649        60,188        (1,474)      399,104

Shareholders' equity                                   51,427       162,552        34,040      (166,252)       81,767
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  369,168    $  185,201    $   94,228    $ (167,726)   $  480,871
                                                   ===================================================================



                                     - 11 -

<PAGE>

                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------

FOR THE THREE MONTHS ENDED JULY 4, 2004
Net sales                                          $   60,503    $   33,971    $   33,471    $   (6,287)   $  121,658
Cost of products sold                                  45,821        26,513        24,160        (6,287)       90,207
                                                   -------------------------------------------------------------------
Gross profit                                           14,682         7,458         9,311             -        31,451
Selling, general and administrative expenses            9,968         3,253         6,964             -        20,185
Restructuring charges                                      33             -             -             -            33
Amortization of intangibles                                59             1            17             -            77
                                                   -------------------------------------------------------------------
                                                       10,060         3,254         6,981             -        20,295
                                                   -------------------------------------------------------------------
Income from operations                                  4,622         4,204         2,330             -        11,156
Interest and debt expense                               7,248          (297)           97             -         7,048
Other (income) and expense, net                            (6)           (2)           26             -            18
                                                   -------------------------------------------------------------------
(Loss) income before income tax
     (benefit) expense                                 (2,620)        4,503         2,207             -         4,090
Income tax (benefit) expense                             (137)          248           617             -           728
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (2,483)    $   4,255    $    1,590    $        -    $    3,362
                                                   ===================================================================



FOR THE THREE MONTHS ENDED JULY 4, 2004
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
activities                                         $    1,542     $    (854)   $      444    $        -    $    1,132
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -           208             -           208
Capital expenditures, net                                (692)         (173)           27             -          (838)
Other                                                       -           220             -             -           220
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
activities                                               (692)           47           235             -          (410)
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
     line-of-credit agreements                          1,260             -           (85)            -         1,175
Repayment of debt                                      (1,000)            -           (78)            -        (1,078)
Deferred financing costs incurred                         (11)            -             -             -           (11)
Other                                                     143             -             -             -           143
                                                   -------------------------------------------------------------------
Net cash provided by (used in) financing
activities                                                392             -          (163)            -           229
EFFECT OF EXCHANGE RATE CHANGES ON CASH                    43           111          (142)            -            12
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                 1,285          (696)          374             -           963
Cash and cash equivalents at beginning of period        6,981          (329)        4,449             -        11,101
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    8,266     $  (1,025)   $    4,823    $        -    $   12,064
                                                   ===================================================================

</TABLE>


10.      LOSS CONTINGENCIES

Like many industrial manufacturers,  the Company is involved in asbestos-related
litigation. In continually evaluating its estimated asbestos-related  liability,
the  Company  reviews,  among other  things,  the  incidence  of past and recent
claims, the historical case dismissal rate, the mix of the claimed illnesses and
occupations  of the  plaintiffs,  its recent and  historical  resolution  of the
cases,  the number of cases  pending  against  it,  the  status  and  results of
broad-based settlement discussions,  and the number of years such activity might
continue. Based on this review, the Company has estimated its share of liability
to defend and resolve  probable  asbestos-related  personal injury claims.  This
estimate is highly  uncertain due to the  limitations  of the available data and
the difficulty of forecasting with any certainty the numerous variables that can
affect  the range of the  liability.  The  Company  will  continue  to study the
variables in light of additional  information  in order to identify  trends that
may become  evident and to assess their impact on the range of liability that is
probable and estimable.


                                     - 12 -

<PAGE>

Based on actuarial  information,  the Company has estimated its asbestos-related
aggregate  liability  through March 31, 2030 and March 31, 2081 to range between
$4,200 and $16,700 using actuarial  parameters of continued  claims for a period
of 25 to 76 years. The Company's  estimation of its  asbestos-related  aggregate
liability  that is probable and  estimable is through  March 31, 2030 and ranges
from $4,200 to $5,500 as of July 3, 2005.  The range of probable  and  estimable
liability reflects uncertainty in the number of future claims that will be filed
and the cost to resolve  those  claims,  which may be  influenced by a number of
factors,   including   the  outcome  of  the  ongoing   broad-based   settlement
negotiations,  defensive strategies,  and the cost to resolve claims outside the
broad-based  settlement program.  Based on the underlying actuarial information,
the Company has reflected  $4,800 as a liability in the  consolidated  financial
statements in accordance with U.S. generally accepted accounting principles. The
recorded  liability  does not  consider  the impact of any  potential  favorable
federal  legislation such as the "FAIR Act". Of this amount,  management expects
to incur  asbestos  liability  payments of  approximately  $220 over the next 12
months.  Because  payment of the  liability is likely to extend over many years,
management believes that the potential additional costs for claims will not have
a material  after-tax  effect on the  financial  condition of the Company or its
liquidity,  although the net after-tax effect of any future liabilities recorded
could be material to earnings in a future period.


11.  NEW ACCOUNTING STANDARDS

In November 2004, the FASB issued SFAS No. 151, INVENTORY COSTS, as an amendment
to ARB No. 43,  Chapter 4,  INVENTORY  PRICING,  to clarify the  accounting  for
abnormal amounts of idle facility  expense,  freight,  handling costs and wasted
materials (spoilage).  This Statement requires that these items be recognized as
current-period charges and requires the allocation of fixed production overheads
to inventory  based on the normal  capacity of the production  facilities.  This
Statement  becomes  effective for inventory  costs incurred  during fiscal years
beginning  after June 15, 2005. The Company does not expect the adoption of SFAS
No.  151 to have a  material  impact  on the  Company's  consolidated  financial
statements.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 123 (revised 2004),  SHARE-BASED  PAYMENT,  which is a revision of
FASB  Statement No. 123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION.  Statement
123(R)  supersedes APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEEs,
and amends  FASB  Statement  No. 95,  STATEMENT  OF CASH FLOWS.  Generally,  the
approach in Statement  123(R) is similar to the approach  described in Statement
123. However,  Statement 123(R) requires all share-based  payments to employees,
including  grants of employee  stock  options,  to be  recognized  in the income
statement  based on their  fair  values.  Pro forma  disclosure  is no longer an
alternative.

Statement 123(R) was to be adopted for interim or annual periods beginning after
June 15, 2005. On April 14th,  2005, the SEC announced that it would provide for
a phased-in  implementation  process for FASB statement No.  123(R).  The SEC is
requiring  that  registrants  adopt  statement  123(R)'s  fair  value  method of
accounting for share-based  payments to employees no later than the beginning of
the first fiscal year  beginning  after June 15, 2005. We expect to adopt 123(R)
in the first quarter of Fiscal 2007.  Statement  123(R) permits public companies
to adopt its requirements using one of two methods:

1.   A "modified  prospective"  method in which  compensation cost is recognized
     beginning  with  the  effective  date  (a)  based  on the  requirements  of
     Statement  123(R) for all share-based  payments granted after the effective
     date  and  (b)  based  on the  requirements  of  Statement  123(R)  for all
     share-based  payments  granted to employees  prior to the effective date of
     Statement 123(R) that remain unvested on the effective date.

2.   A "modified  retrospective"  method which includes the  requirements of the
     modified  prospective  method described above, but also permits entities to
     restate  based on amounts  previously  recognized  under  Statement 123 for
     purposes of pro forma disclosures either (a) all prior periods presented or
     (b) prior interim periods of the year of adoption.

The  Company  is still  evaluating  the  method  it plans to use when it  adopts
statement 123(R).





                                     - 13 -

<PAGE>


As permitted by Statement 123, the Company  currently  accounts for  share-based
payments to employees  using Opinion 25's  intrinsic  value method and, as such,
recognizes  no  compensation  cost  for  employee  stock  options.  Accordingly,
adoption  of  Statement  123(R)'s  fair value  method will have an impact on our
results of operations,  although it will have no impact on our overall financial
position.  The impact of adoption  of 123(R)  cannot be  predicted  at this time
because it will depend on levels of share based payments  granted in the future.
However,  had we adopted  Statement 123(R) in prior periods,  the impact of that
standard would have approximated the impact of statement 123 as described in the
disclosure  of pro  forma net  income  and  earnings  per share in Note 2 to our
condensed consolidated financial statements.







































                                     - 14 -

<PAGE>


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


EXECUTIVE OVERVIEW

We are a leading manufacturer and marketer of hoists, cranes, chain,  conveyors,
material  handling  systems,  lift  tables and  component  parts  serving a wide
variety of commercial and industrial end-user markets.  Our products are used to
efficiently and ergonomically  move, lift, position or secure objects and loads.
Our Products segment sells a wide variety of powered and manually  operated wire
rope and chain hoists,  industrial crane systems,  chain, hooks and attachments,
actuators and rotary unions.  Our Solutions segment designs,  manufactures,  and
installs  application-specific  material  handling  systems  and  solutions  for
end-users to improve work station and facility-wide work flow.

Founded  in 1875,  we have  grown to our  current  leadership  position  through
organic  growth and also as the result of the 14 businesses we acquired  between
February 1994 and April 1999. We have developed our leading market position over
our 130-year  history by  emphasizing  technological  innovation,  manufacturing
excellence  and  superior  after-sale  service.  In addition,  the  acquisitions
significantly  broadened  our  product  lines  and  services  and  expanded  our
geographic  reach,  end-user  markets  and  customer  base.  Integration  of the
operations of the acquired businesses with our previously existing businesses is
substantially  complete.   Ongoing  integration  of  these  businesses  includes
improving our productivity,  further reducing our excess manufacturing  capacity
and extending our sales  activities to the European and Asian  marketplaces.  We
are executing those initiatives through our Lean Manufacturing efforts, facility
rationalization  program, new product development and expanded sales activities.
Shareholder value will be enhanced through continued emphasis on the improvement
of  the  fundamentals  including  manufacturing  efficiency,  cost  containment,
efficient capital investment, and our markets and customers.

We  maintain a strong  domestic  market  share with  significant  leading  North
American  market  positions  in  hoists,  lifting  and sling  chain,  and forged
attachments.  To broaden our product  offering in markets where we have a strong
competitive  position as well as to facilitate  penetration  into new geographic
markets,  we  have  heightened  our new  product  development  activities.  This
includes development of hoist lines in accordance with international  standards,
to complement our current offering of hoist products designed in accordance with
U.S.  standards.  To further expand our global sales, we are introducing certain
of our products that  historically  have been  distributed only in North America
and also  introducing new products  through our existing  European  distribution
network. Furthermore, we are working to build a distribution network in China to
capture an  anticipated  growing demand for material  handling  products as that
economy continues to industrialize.  These investments in international  markets
and new products are part of our focus on our greatest opportunities for growth.
International  sales increased 25% from approximately  $40,000 to $50,000 during
the first quarter of fiscal 2006 and overall  sales  increased 16% over the same
period last year.  Management  believes that the growth rate of total sales will
decline in future periods due to more difficult comparisons with our fiscal 2005
periods.  In addition,  bookings have tempered to growth in the mid-single digit
range. We monitor such indicators as U.S.  Industrial  Capacity  Utilization and
Industrial  Production,  which had been increasing since July 2003 but have more
recently begun to stabilize.  In addition,  we continue to monitor the potential
impact of global  and  domestic  trends,  including  steel  price  fluctuations,
possibly rising  interest rates and uncertainty in some end-user  markets around
the globe.

Our  Lean   Manufacturing   efforts   continue  to   fundamentally   change  our
manufacturing  processes to be more  responsive  to customer  demand and improve
on-time  delivery  and  productivity.  From  2001 to  2004  under  our  facility
rationalization  program,  we  closed 13  facilities  and  consolidated  several
product lines, with potential opportunity for further  rationalization.  We have
been undergoing  assessments for possible divestiture of several  less-strategic
businesses.  Our manipulator and specialty  marine chain businesses were sold in
fiscal  2004 and two  others  remain as  possible  divestiture  candidates,  our
conveyor  business  which  comprises a majority of our  Solutions  segment and a
specialty  crane  business  within our Products  segment.  In furtherance of our
facility  rationalization  projects,  we  completed  the sale of several  excess
properties at a gain of $3,700 during fiscal 2005. In July of 2005, we completed
the sale of a Canadian  facility in a  sale-leaseback  transaction  at a gain of
$300,  which will be  recorded  in the second  quarter of fiscal  2006.  We will

                                     - 15 -

<PAGE>

continue to sell surplus real estate resulting from our facility rationalization
projects and those sales may result in gains or losses.

We keep a close watch on the costs for fringe benefits such as health insurance,
workers  compensation  insurance and pension.  Combined,  those benefits cost us
over $33,000 in fiscal 2005 and we work  diligently to balance cost control with
the need to provide  competitive  employee benefits packages for our associates.
Another cost area of focus is steel. We utilize approximately $35,000 to $40,000
of steel annually in a variety of forms including rod, wire, bar, structural and
others.  Increases  in our costs  have been  reflected  as price  increases  and
surcharges  to our  customers  and we  continue  to monitor  them.  The costs of
implementing  Sarbanes-Oxley internal control documentation and compliance had a
substantial impact on fiscal 2005 profitability and we are focused on minimizing
the  future  added  costs of  compliance.  We  continue  to  operate in a highly
competitive  business  environment in the markets and  geographies  served.  Our
performance  will be impacted by our ability to address a variety of  challenges
and  opportunities  in those markets and  geographies,  including trends towards
increased  utilization  of the global  labor force and the  expansion  of market
opportunities in Asia and other emerging  markets.  Based on current trends,  we
look forward to slowed growth over the remainder of fiscal 2006.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JULY 3, 2005 AND JULY 4, 2004
Net sales in the  fiscal  2006  quarter  ended  July 3, 2005 were  $140,877,  up
$19,219 or 15.8% from the fiscal 2005 quarter  ended July 4, 2004.  Sales in the
Products segment increased by $15,324 or 14.1% from the previous year's quarter.
These  increases  are due to the  continued  strength of the U.S.  and  European
industrial  markets,  as well as the  impact  of price  increases  ($6,100)  and
surcharges   ($1,800)  to  recover  cost   increases.   Translation  of  foreign
currencies,  particularly  the Euro  and  Canadian  dollar,  into  U.S.  dollars
contributed $1,300 toward the Products segment increase in sales for the quarter
ended July 3, 2005. Sales in the Solutions segment increased 29.7% or $3,895 for
the  quarter  ended July 3, 2005 when  compared  to the same period in the prior
year.  The  increase  in  this  segment  for the  quarter  is  primarily  due to
improvement in our European conveyor business. Translation of foreign currencies
into U.S.  dollars  contributed  $600 toward the Solutions  segment  increase in
sales for the quarter ended July 3, 2005.  Sales in the segments are  summarized
as follows:
                                                  THREE MONTHS ENDED
                                                  ------------------
                                       JULY 3,      JULY 4,            CHANGE
                                        2005         2004        AMOUNT      %
                                     ----------   ----------    --------    ----
Products........................     $  123,881   $  108,557    $ 15,324    14.1
Solutions.......................         16,996       13,101       3,895    29.7
                                     ----------   ----------    --------
Net sales.......................     $  140,877   $  121,658    $ 19,219    15.8
                                     ==========   ==========    ========

Gross profit and gross profit  margins by operating  segment are  summarized  as
follows:

                                                   THREE MONTHS ENDED
                                                   ------------------
                                             JULY 3, 2005          JULY 4, 2004
                                             ------------          ------------
                                              $         %           $         %
                                            -----     ----        -----     ----
Products..........................        $  34,220   27.6      $  29,245   26.9
Solutions.........................            2,323   13.7          2,206   16.8
                                          ---------             ---------
   Total Gross Profit.............        $  36,543   25.9      $  31,451   25.9
                                          =========             =========

The increase in the gross profit  margin for the Products  segment is the result
of realization of operational  leverage at increased  sales volumes and previous
cost  containment  activities.  The  Solutions  segment  gross profit margin was
unfavorably impacted by product mix.

Selling  expenses were $13,658 and $12,700 in the fiscal 2006 and 2005 quarters,
respectively.  The  changes  in  expense  dollars  were  impacted  by  increased
investment in international markets ($500),  translation from changes in foreign
exchange  rates  ($200),  and  increased  variable  selling costs as a result of
higher sales volume ($100).  As a percentage of consolidated net sales,  selling
expenses  were  9.7%,   and  10.4%  in  the  fiscal  2006  and  2005   quarters,
respectively.



                                     - 16 -

<PAGE>

General and  administrative  expenses  were $8,175 and $7,485 in the fiscal 2006
and 2005 quarters,  respectively. The quarterly increase is primarily the result
of increased  salaries  ($200),  increased  professional  costs  associated with
regulatory  compliance with the Sarbanes-Oxley Act ($100),  currency translation
impact ($100),  and variable  compensation  expense  ($100).  As a percentage of
consolidated net sales, general and administrative  expenses were 5.8%, and 6.2%
in the fiscal 2006 and 2005 quarters, respectively.

Restructuring  charges  were $26 and $33 in the fiscal  2006 and 2005  quarters,
respectively.

Amortization  of  intangibles  was  $62,  and $77 in the  fiscal  2006  and 2005
quarters, respectively.

Interest  and debt  expense  was $6,716  and $7,048 in the fiscal  2006 and 2005
quarters,  respectively.  The  quarterly  decrease  is the  result of lower debt
levels. As a percentage of consolidated net sales, interest and debt expense was
4.8%, and 5.8% in the fiscal 2006 and 2005 quarters, respectively.

Other (income) and expense,  net was ($789), and $18 in the fiscal 2006 and 2005
quarters, respectively. The 2006 quarter consisted primarily of $575 of realized
gains and investment income on investments  within our captive insurance company
portfolio.

Income tax expense as a percentage of income from continuing  operations  before
income tax  expense was 18.3%,  and 17.8% in the fiscal 2006 and 2005  quarters,
respectively.  The fiscal 2006 and 2005 percentages vary from the U.S. statutory
rate due to the utilization of domestic net operating loss  carry-forwards  that
had been fully reserved and  jurisdictional  mix.  Income tax expense  primarily
results from non-U.S.  taxable income and state taxes on U.S. taxable income. We
evaluate our estimated annual  effective tax rate each quarter.  In light of the
our continuing  improvement in the results of our U.S.  operations during fiscal
2005 and 2006, we plan to review the previously  established  valuation reserves
for our net deferred tax assets in more detail as information becomes available.


LIQUIDITY AND CAPITAL RESOURCES

On April  29,  2005,  we  amended  our  credit  facilities.  As a result  of the
amendment,  the Term  Loan was  repaid in its  entirety.  The  Revolving  Credit
Facility  was  amended  to  provide  availability  up to a maximum  of  $65,000.
Underlying  collateral at July 3, 2005 amounted to $65,000.  The unused  portion
totaled $47,700, net of outstanding borrowings of $3,800 and outstanding letters
of credit of $13,500.  Interest is payable at varying  Eurodollar rates based on
LIBOR or prime plus spreads  determined by our leverage ratio,  amounting to 175
or 50 basis points applied to each,  respectively,  at July 3, 2005 (4.93%). The
Revolving  Credit  Facility is secured by all domestic  inventory,  receivables,
equipment,  real  property,   subsidiary  stock  (limited  to  65%  for  foreign
subsidiaries) and intellectual property.

The  Senior  Subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$142,259,  net of original issue discount and are due March 31, 2008. Provisions
of  the 8 1/2%  Senior  Subordinated  Notes  (8  1/2%  Notes)  include,  without
limitation,  restrictions on liens, indebtedness, asset sales, and dividends and
other  restricted  payments.  The 8 1/2% Notes are redeemable at our option,  in
whole or in part, at prices  declining  annually from the  Make-Whole  Price (as
defined in the 8 1/2% Notes agreement) to 100% on and after April 1, 2006. The 8
1/2%  Notes  are  currently  callable  at  101.417.  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 us 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  existing and future domestic  subsidiaries
and are not subject to any sinking fund requirements.

The Senior  Secured 10% Notes  issued on July 22, 2003  amounted to $115,000 and
are due August 1, 2010. Provisions of the 10% Notes include, without limitation,
restrictions on indebtedness,  restricted  payments,  asset and subsidiary stock
sales, liens, and other restricted transactions.  The 10% Notes are not entitled
to redemption at our option, prior to August 1, 2007 in the absence of an equity
offering. Until August 1, 2006, we may redeem up to 35% of the outstanding notes
at a redemption price of 110.0% with the proceeds of equity  offerings,  subject
to certain  restrictions.  On and after August 1, 2007,  they are  redeemable at
prices declining annually to 100% on and after August 1, 2009. In the event of a



                                     - 17 -

<PAGE>

Change of Control (as defined in the indenture  for such notes),  each holder of
the 10% Notes may require us to repurchase all or a portion of such holder's 10%
Notes at a purchase price equal to 101% of the principal amount thereof. The 10%
Notes are  secured by a  second-priority  interest  in all  domestic  inventory,
receivables,  equipment,  real  property,  subsidiary  stock (limited to 65% for
foreign subsidiaries) and intellectual property. The 10% Notes are guaranteed by
certain  existing and future  domestic  subsidiaries  and are not subject to any
sinking fund requirements.

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

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

Net cash provided by operating activities was $10,637 for the three months ended
July 3, 2005  compared to $1,132 for the three  months  ended July 4, 2004.  The
$9,505 increase is the result of increased income from continuing  operations of
$3,746 and  changes  in net  working  capital  components,  primarily  increased
accounts  payable  and  accrued  liabilities,  offset by  increases  in accounts
receivable and unbilled revenues.

Net cash used in investing activities was $2,362 for the three months ended July
3, 2005  compared to $410 for the three months ended July 4, 2004.  In 2006,  we
purchased  $688 of  marketable  equity  securities  compared to the sale $208 of
marketable equity securities to fund product liability  payments in fiscal 2005.
Capital  expenditures  increased  to $1,674 in 2006  compared  to $838 in fiscal
2005.

Net cash used in financing activities was $3,933 for the three months ended July
3, 2005  compared to net cash  provided by financing  activities of $229 for the
three months ended July 4, 2004.  The $4,162  change is primarily  the result of
repayment of debt.


CAPITAL EXPENDITURES

In addition to keeping our current equipment and plants properly maintained,  we
are committed to replacing,  enhancing,  and upgrading our property,  plant, and
equipment to support new product development,  reduce production costs, increase
flexibility to respond  effectively  to market  fluctuations  and changes,  meet
environmental  requirements,  enhance safety, and promote  ergonomically correct
work stations. Consolidated capital expenditures for the three months ended July
3, 2005 and July 4, 2004 were $1,674 and $838, respectively.


INFLATION AND OTHER MARKET CONDITIONS

Our 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. We do not  believe  that  general  inflation  has had a material  effect on
results of operations  over the periods  presented  primarily due to overall low
inflation  levels over such periods and the ability to generally  pass on rising
costs through price increases. However, we have been impacted by fluctuations in
steel  costs,  which vary by type of steel and we continue to monitor  them.  In
addition, employee benefit costs such as health insurance,  workers compensation
insurance,  pensions  as well as energy and  business  insurance  have  exceeded
general inflation levels. We generally incorporate those cost increases into our
sales price increases as well as surcharges on certain products.  In the future,
we may be further  affected by  inflation  that we may not be able to pass on as
price increases.


                                     - 18 -

<PAGE>


SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders,  periods of high  vacation  and  holiday  concentrations,  restructuring
charges and other costs  attributable to our facility  rationalization  program,
divestitures,  acquisitions  and the  magnitude of  rationalization  integration
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

In  November  2004,  the FASB  issued  SFAS No.  151,  "Inventory  Costs," as an
amendment  to ARB No.  43,  Chapter  4,  "Inventory  Pricing,"  to  clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs and wasted materials (spoilage).  This Statement requires that these items
be recognized  as  current-period  charges and requires the  allocation of fixed
production overheads to inventory based on the normal capacity of the production
facilities. This Statement becomes effective for inventory costs incurred during
fiscal years  beginning  after June 15,  2005.  We do not expect the adoption of
SFAS No. 151 to have a material impact on our consolidated financial statements.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 123 (revised 2004),  SHARE-BASED  PAYMENT,  which is a revision of
FASB  Statement No. 123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION.  Statement
123(R)  supersedes APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEEs,
and amends  FASB  Statement  No. 95,  STATEMENT  OF CASH FLOWS.  Generally,  the
approach in Statement  123(R) is similar to the approach  described in Statement
123. However,  Statement 123(R) requires all share-based  payments to employees,
including  grants of employee  stock  options,  to be  recognized  in the income
statement  based on their  fair  values.  Pro forma  disclosure  is no longer an
alternative.

Statement 123(R) was to be adopted for interim or annual periods beginning after
June 15, 2005. On April 14th,  2005, the SEC announced that it would provide for
a phased-in  implementation  process for FASB statement No.  123(R).  The SEC is
requiring  that  registrants  adopt  statement  123(R)'s  fair  value  method of
accounting for share-based  payments to employees no later than the beginning of
the first fiscal year  beginning  after June 15, 2005. We expect to adopt 123(R)
in the first quarter of Fiscal 2007.  Statement  123(R) permits public companies
to adopt its requirements using one of two methods:

     1.   A  "modified   prospective"  method  in  which  compensation  cost  is
          recognized  beginning  with  the  effective  date  (a)  based  on  the
          requirements of Statement 123(R) for all share-based  payments granted
          after  the  effective  date  and  (b)  based  on the  requirements  of
          Statement  123(R) for all  share-based  payments  granted to employees
          prior to the effective date of Statement  123(R) that remain  unvested
          on the effective date.

     2.  A "modified  retrospective"  method which includes the  requirements of
         the  modified  prospective  method  described  above,  but also permits
         entities  to  restate  based on  amounts  previously  recognized  under
         Statement  123 for  purposes  of pro forma  disclosures  either (a) all
         prior  periods  presented or (b) prior  interim  periods of the year of
         adoption.

We are still  evaluating  the  method  it plans to use when it adopts  statement
123(R).

As permitted by Statement 123, we currently account for share-based  payments to
employees using Opinion 25's intrinsic  value method and, as such,  recognize no
compensation cost for employee stock options. Accordingly, adoption of Statement
123(R)'s  fair value  method will have an impact on our  results of  operations,
although it will have no impact on our overall financial position. The impact of
adoption of 123(R)  cannot be  predicted  at this time because it will depend on
levels of share based payments  granted in the future.  However,  had we adopted
Statement  123(R) in prior  periods,  the  impact of that  standard  would  have
approximated  the impact of statement 123 as described in the  disclosure of pro
forma net income and earnings per share in Note 2 to our condensed  consolidated
financial statements.



                                     - 19 -

<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 our actual
results  to differ  materially  from the  results  expressed  or implied by such
statements,  including  general  economic  and business  conditions,  conditions
affecting the industries served by us and our subsidiaries, conditions affecting
our customers and suppliers,  competitor responses to our products and services,
the overall market acceptance of such products and services,  the integration of
acquisitions and other factors  disclosed in our periodic reports filed with the
Commission.  Consequently such forward-looking  statements should be regarded as
our current plans,  estimates and beliefs.  We do 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.











































                                     - 20 -

<PAGE>


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 2005.


Item 4.   Disclosure Controls and Procedures

As of July 3, 2005, an evaluation was performed  under the  supervision and with
the  participation  of the Company's  management,  including the chief executive
officer and chief  financial  officer,  of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures.  Based on that
evaluation, the Company's management,  including the chief executive officer and
chief financial officer,  concluded that the Company's  disclosure  controls and
procedures  were  effective  as of July 3,  2005.  There  were no changes in the
Company's  internal  controls or in other factors during our first quarter ended
July 3, 2005.










































                                     - 21 -

<PAGE>


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds - none.

Item 3.    Defaults upon Senior Securities - none.

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

Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

   (a)     Exhibits:

           Exhibit 31.1     Certification  of  Chief Executive  Officer pursuant
                            to  Rule   13a-14(a)/15d-14(a)   of  the  Securities
                            Exchange Act of 1934; as adopted pursuant to Section
                            302 of the Sarbanes-Oxley Act of 2002.

           Exhibit 31.2     Certification  of  Chief  Financial Officer pursuant
                            to   Rule  13a-14(a)/15d-14(a)   of  the  Securities
                            Exchange Act of 1934; as adopted pursuant to Section
                            302 of the Sarbanes-Oxley Act of 2002.

           Exhibit 32       Certification  pursuant to 18 U.S.C. Section 1350 as
                            adopted  pursuant  to Section  906 of the  Sarbanes-
                            Oxley Act of 2002.


   (b)     Reports on Form 8-K:

           On June 7, 2005,  the Company filed a Current Report on Form 8-K with
           respect to its  financial  results  for the fourth  quarter of fiscal
           2005.

           On July 21, 2005, the Company filed a Current Report on Form 8-K with
           respect to the sale and partial leaseback of property.

           On July 26, 2005, the Company filed a Current Report on Form 8-K with
           respect  to its  financial  results  for the first  quarter of fiscal
           2006.

















                                     - 22 -

<PAGE>


                                   SIGNATURES


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


                                       COLUMBUS MCKINNON CORPORATION
                                       (Registrant)




Date: AUGUST 8, 2005                   /S/ KAREN L. HOWARD
      --------------                   -------------------------------------
                                       Karen L. Howard
                                       Vice President and Treasurer and
                                          Interim Chief Financial Officer
                                          (Principal Financial Officer)