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 January 2, 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): [ ] Yes  [X] No


The number of shares of common stock outstanding as of January 31, 2005 was:
14,896,172 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                 JANUARY 2, 2005


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              January 2, 2005 and March 31, 2004                              2

           Condensed consolidated statements of operations and
              accumulated deficit - Three months and nine months
              ended January 2, 2005 and December 28, 2003                     3

           Condensed consolidated statements of cash flows -
              nine months ended January 2, 2005 and December 28, 2003         4

           Condensed consolidated statements of comprehensive income
              - Three months and nine months ended January 2, 2005
              and December 28, 2003                                           5

           Notes to condensed consolidated financial statements -
              January 2, 2005                                                 6

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

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               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

                                                                                JANUARY 2,        MARCH 31,
                                                                                   2005             2004
                                                                                ----------       ----------

                                                                                (UNAUDITED)       (AUDITED)
ASSETS:                                                                               (IN THOUSANDS)
Current assets:
<S>                                                                             <C>              <C>
      Cash and cash equivalents                                                 $    8,624       $   11,101
      Trade accounts receivable                                                     83,551           84,374
      Unbilled revenues                                                              8,699            5,160
      Inventories                                                                   81,246           69,119
      Net assets held for sale                                                       2,415            2,790
      Prepaid expenses                                                              12,741           15,486
                                                                                ----------       ----------
Total current assets                                                               197,276          188,030
Property, plant, and equipment, net                                                 56,350           58,773
Goodwill and other intangibles, net                                                192,790          192,963
Marketable securities                                                               24,725           25,355
Deferred taxes on income                                                             4,565            6,388
Other assets                                                                         1,955            1,854
                                                                                ----------       ----------
Total assets                                                                    $  477,661       $  473,363
                                                                                ==========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    3,732       $    5,471
      Trade accounts payable                                                        30,537           30,076
      Accrued liabilities                                                           49,260           48,416
      Restructuring reserve                                                            358              561
      Current portion of long-term debt                                              5,608            2,205
                                                                                ----------       ----------
Total current liabilities                                                           89,495           86,729
Senior debt, less current portion                                                  119,568          121,603
Subordinated debt                                                                  154,563          164,131
Other non-current liabilities                                                       37,068           37,922
                                                                                ----------       ----------
Total liabilities                                                                  400,694          410,385
                                                                                ----------       ----------
Shareholders' equity
      Common stock                                                                     149              149
      Additional paid-in capital                                                   103,690          103,914
      Accumulated deficit                                                          (16,993)         (25,354)
      ESOP debt guarantee                                                           (4,689)          (5,116)
      Unearned restricted stock                                                        (15)             (39)
      Accumulated other comprehensive loss                                          (5,175)         (10,576)
                                                                                ----------       ----------
Total shareholders' equity                                                          76,967           62,978
                                                                                ----------       ----------
Total liabilities and shareholders' equity                                      $  477,661       $  473,363
                                                                                ==========       ==========

</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                  NINE MONTHS ENDED
                                                   JANUARY 2,       DECEMBER 28,       JANUARY 2,       DECEMBER 28,
                                                      2005              2003              2005              2003
                                                      ----              ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   125,913       $   110,253       $   370,282       $   323,412
Cost of products sold                                  95,914            85,695           278,889           247,889
                                                  -----------       -----------       -----------       -----------
Gross profit                                           29,999            24,558            91,393            75,523
                                                  -----------       -----------       -----------       -----------

Selling expenses                                       13,356            11,942            38,326            35,400
General and administrative expenses                     6,918             6,610            21,920            18,089
Restructuring charges                                     191               275               408             1,650
Amortization of intangibles                                78                80               231               300
                                                  -----------       -----------       -----------       -----------
                                                       20,543            18,907            60,885            55,439
                                                  -----------       -----------       -----------       -----------

Income from operations                                  9,456             5,651            30,508            20,084
Interest and debt expense                               6,837             6,538            21,026            21,940
Other income                                             (755)           (2,212)           (1,344)           (6,659)
                                                  -----------       -----------       -----------       -----------
Income from continuing operations before
   income tax expense                                   3,374             1,325            10,826             4,803
Income tax expense                                      1,183               620             2,893             2,099
                                                  -----------       -----------       -----------       -----------
Income from continuing operations                       2,191               705             7,933             2,704
Income from discontinued operations                       214                 -               428                 -
                                                  -----------       -----------       -----------       -----------
Net income                                              2,405               705             8,361             2,704
Accumulated deficit - beginning of period             (19,398)          (24,548)          (25,354)          (26,547)
                                                  -----------       ------------      -----------       -----------
Accumulated deficit - end of period               $   (16,993)      $   (23,843)      $   (16,993)      $   (23,843)
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted:
   Income from continuing operations              $      0.15       $      0.05       $      0.54       $      0.19
   Income from discontinued operations                   0.01                -               0.03                 -
                                                  -----------       ----------        -----------       -----------
   Net income                                     $      0.16       $      0.05       $      0.57       $      0.19
                                                  ===========       ===========       ===========       ===========

</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.









                                     - 3 -

<PAGE>



<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                     NINE MONTHS ENDED
                                                                                     -----------------
                                                                                JANUARY 2,        DECEMBER 28,
                                                                                   2005               2003
                                                                                ----------        -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Income from continuing operations                                               $    7,933        $    2,704
Adjustments to reconcile income from
   continuing operations to net cash
   provided by operating activities:
     Depreciation and amortization                                                   7,201             7,979
     Deferred income taxes                                                           1,823             1,251
     Gain on sale of real estate/investments                                             -            (4,505)
     Deferred financing costs                                                        1,029             1,359
     Other                                                                             (93)             (598)
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                            (172)            4,060
           Inventories                                                              (9,937)            5,184
           Prepaid expenses                                                          1,990            (1,340)
           Other assets                                                               (220)           (1,354)
           Trade accounts payable                                                     (447)           (4,012)
           Accrued and non-current liabilities                                        (694)            6,921
                                                                                ----------        ----------
Net cash provided by operating activities                                            8,413            17,649
                                                                                ----------        ----------

INVESTING ACTIVITIES:
Sale (purchase) of marketable securities, net                                          957              (530)
Capital expenditures                                                                (3,169)           (3,096)
Proceeds from sale of property, plant, and equipment                                     -               387
Net assets held for sale                                                               375             3,380
                                                                                ----------        ----------
Net cash (used in) provided by investing activities                                 (1,837)              141
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
   line-of-credit agreements                                                         2,906            (3,103)
Repayment of debt                                                                  (13,244)         (125,264)
Proceeds from issuance of long-term debt                                                 -           115,000
Deferred financing costs incurred                                                      (24)           (4,361)
Other                                                                                  427               441
                                                                                ----------        ----------
Net cash used in financing activities                                               (9,935)          (17,287)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                454               616
                                                                                ----------        ----------
Net cash (used in) provided by continuing operations                                (2,905)            1,119
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                                           428                 -
                                                                                ----------        ----------
Net change in cash and cash equivalents                                             (2,477)            1,119
Cash and cash equivalents at beginning of period                                    11,101             1,943
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $    8,624        $    3,062
                                                                                ==========        ==========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.








                                     - 4 -


<PAGE>


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


<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                          ------------------                 -----------------
                                                      JANUARY 2,      DECEMBER 28,       JANUARY,       DECEMBER 28,
                                                         2005             2003             2005             2003
                                                         ----             ----             ----             ----
                                                                              (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>              <C>
Net income                                            $    2,405       $      705       $    8,361       $    2,704
                                                      ----------       ----------       ----------       ----------
Other comprehensive income, net of tax:
   Foreign currency translation adjustments                4,136            3,342            5,074            7,058
   Unrealized gain on derivatives
     qualifying as hedges                                      -                -                -              191
   Unrealized gain on investments:
     Unrealized holding gains arising
       during the period                                     971            1,192              580            2,628
     Reclassification adjustment for
       (gains) included in net income                       (262)            (685)            (253)            (795)
                                                      ----------       ----------       -----------      ----------
                                                             709              507              327            1,833
                                                      ----------       ----------       ----------       ----------
Total other comprehensive income                           4,845            3,849            5,401            9,082
                                                      ----------       ----------       ----------       ----------
Comprehensive income                                  $    7,250       $    4,554       $   13,762       $   11,786
                                                      ==========       ==========       ==========       ==========

</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)
                                 JANUARY 2, 2005

1.   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 January 2, 2005, and the results of
     its  operations  and its cash  flows for the three and  nine-month  periods
     ended January 2, 2005 and December 28, 2003,  have been  included.  Results
     for the period ended January 2, 2005 are not necessarily  indicative of the
     results that may be expected for the year ended March 31, 2005. The balance
     sheet  at  March  31,  2004 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, 2004.

     The  Company  is a leading  U.S.  designer  and  manufacturer  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.   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               NINE MONTHS ENDED
                                                 ------------------------------------------------------------
                                                 JANUARY 2,      DECEMBER 28,      JANUARY 2,     DECEMBER 28,
                                                    2005             2003             2005              2003
                                                 ------------------------------------------------------------
<S>                                              <C>              <C>              <C>              <C>
   Net income, as reported...................... $    2,405       $      705       $   8,361       $    2,704
     Deduct: Total stock-based employee
      compensation expense determined under
      fair value based method for all awards,
      net of related tax effects                       (495)            (104)           (864)            (386)
                                                 ------------------------------------------------------------
     Net income, pro forma...................... $    1,910       $      601       $   7,497       $    2,318
                                                 ============================================================

  Basic and diluted income per share:
     As reported................................ $     0.16       $     0.05       $    0.57       $     0.19
                                                 ============================================================
     Pro forma.................................. $     0.13       $     0.04       $    0.51       $     0.16
                                                 ============================================================

</TABLE>


                                      - 6 -

<PAGE>

3.   Inventories consisted of the following:

                                                  JANUARY 2,          MARCH 31,
                                                     2005               2004
                                                  ----------         ----------
     At cost - FIFO basis:
          Raw materials........................   $   44,323         $   34,657
          Work-in-process......................       11,445             10,169
          Finished goods.......................       35,682             31,205
                                                  ----------         ----------
                                                      91,450             76,031
     LIFO cost less than FIFO cost.............      (10,204)            (6,912)
                                                  ----------         ----------
     Net inventories   ........................   $   81,246         $   69,119
                                                  ==========         ==========

     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.   During  the  first   nine-months  of  fiscal  2005,  the  Company  recorded
     restructuring   costs  of  $408  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  January 2, 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, 2004                                $     161       $     400       $     561
        Fiscal 2005 first quarter restructuring charges......            -              33              33
        Cash payments........................................         (143)            (81)           (224)
                                                                 -----------------------------------------
        Reserve at July 4, 2004..............................    $      18       $     352       $     370
        Fiscal 2005 second quarter restructuring charges.....           14             170             184
        Cash payments........................................          (16)           (177)           (193)
                                                                 -----------------------------------------
        Reserve at October 3, 2004...........................    $      16       $     345       $     361
        Fiscal 2005 third quarter restructuring charges......           63             128             191
        Cash payments........................................          (55)           (139)           (194)
                                                                 -----------------------------------------
        Reserve at January 2, 2005...........................    $      24       $     334       $     358
                                                                 =========================================
</TABLE>


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

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                NINE MONTHS ENDED
                                                 ------------------                ----------------
                                            JANUARY 2,       DECEMBER 28,     JANUARY 2,       DECEMBER 28,
                                               2005             2003             2005             2003
                                               ----             ----             ----             ----
<S>                                         <C>              <C>              <C>              <C>
        Service costs..................     $    1,190       $      980       $    3,570       $    2,940
        Interest cost..................          1,755            1,678            5,265            5,034
        Expected return on plan assets.         (1,645)          (1,351)          (4,935)          (4,053)
        Net amortization...............            495              494            1,485            1,482
                                            ----------       ----------       ----------       ----------
        Net periodic pension cost......     $    1,795       $    1,801       $    5,385       $    5,403
                                            ==========       ==========       ==========       ==========
</TABLE>

     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, 2004.




                                     - 7 -

<PAGE>

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

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                    ------------------                 -----------------
                                                JANUARY 2,       DECEMBER 28,     JANUARY 2,       DECEMBER 28,
                                                   2005             2003             2005             2003
                                                   ----             ----             ----             ----
<S>                                             <C>              <C>              <C>              <C>
     Service costs........................      $        4       $        3       $       12       $        9
     Interest cost .......................             200              217              634              651
     Amortization of prior service cost...               -              (38)               -             (114)
     Amortization of plan net losses......             105              161              356              483
                                                ----------       ----------       ----------       ----------
     Net periodic postretirement cost.....      $      309       $      343       $    1,002       $    1,029
                                                ==========       ==========       ==========       ==========
</TABLE>

     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, 2004.

6.   Income tax expense as a  percentage  of income from  continuing  operations
     before income tax expense was 35.1%,  46.8%, 26.7%, and 43.7% in the fiscal
     2005 and 2004 quarters and the nine-month periods then ended, respectively.
     The fiscal 2005  percentages  vary from the U.S.  statutory rate due to the
     benefit from 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.  The  fiscal  2004  percentages  vary  from the U.S.
     statutory  rate due to  jurisdictional  mix and the  existence of losses at
     certain subsidiaries for which no benefit was recorded.

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

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED              NINE MONTHS ENDED
                                                             ------------------              -----------------
                                                         JANUARY 2,      DECEMBER 28, JANUARY 2, DECEMBER 28,
                                                            2005            2003            2005           2003
                                                            ----            ----            ----           ----

Numerator for basic and diluted earnings per share:
<S>                                                      <C>             <C>             <C>             <C>
  Net income                                             $   2,405       $     705       $   8,361       $   2,704
                                                         =========       =========       =========       =========

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS                             14,594          14,558          14,585          14,549

  Effect of dilutive employee stock options                    209               -             148               -
                                                         ---------       ---------       ---------       ---------

  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS                            14,803          14,558          14,733          14,549
                                                         =========       =========       =========       =========

</TABLE>





                                     - 8 -

<PAGE>

8.   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
     prior to the  effects of  restructuring  charges and  amortization  because
     management  believes this to be the most  appropriate  measure of operating
     performance.

     Segment information as of and for the nine months ended January 2, 2005 and
     December 28, 2003, is as follows:

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED JANUARY 2, 2005
                                                                              ---------------------------------
                                                                         PRODUCTS         SOLUTIONS           TOTAL
                                                                       -----------       -----------       -----------
<S>                                                                    <C>               <C>               <C>
     Sales to external customers......................                 $   326,847       $    43,435       $   370,282
     Operating income before restructuring
        charges and amortization......................                      29,746             1,401            31,147
     Depreciation and amortization....................                       6,461               740             7,201
     Total assets.....................................                     445,487            32,174           477,661

                                                                             NINE MONTHS ENDED DECEMBER 28, 2003
                                                                             -----------------------------------
                                                                         PRODUCTS         SOLUTIONS           TOTAL
                                                                       -----------       -----------       -----------
     Sales to external customers......................                 $   283,052       $    40,360       $   323,412
     Operating income before restructuring
        charges and amortization......................                      22,280              (246)           22,034
     Depreciation and amortization....................                       7,122               857             7,979

     Total assets.....................................                     449,883            32,756           482,639

</TABLE>


     The following schedule provides a reconciliation of operating income before
     restructuring   charges  and  amortization   with  income  from  continuing
     operations before income tax expense:

<TABLE>
<CAPTION>
                                                                                  NINE MONTHS ENDED
                                                                                  -----------------
                                                                              JANUARY 2,      DECEMBER 28,
                                                                                 2005             2003
                                                                                 ----             ----
<S>                                                                           <C>              <C>
          Operating income before restructuring
             charges and amortization...................................      $   31,147       $   22,034
          Restructuring charges.........................................            (408)          (1,650)
          Amortization of intangibles...................................            (231)            (300)
          Interest and debt expense.....................................         (21,026)         (21,940)
          Other income..................................................           1,344            6,659
                                                                              ----------       ----------
          Income before income tax expense..............................      $   10,826       $    4,803
                                                                              ==========       ==========
</TABLE>



                                     - 9 -


<PAGE>

9.   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 JANUARY 2, 2005
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $      121    $     (248)   $    8,751    $        -    $    8,624
 Trade accounts receivable and unbilled revenues       52,596           264        39,390             -        92,250
 Inventories                                           36,396        19,364        26,458          (972)       81,246
 Net assets held for sale                               1,800           615             -             -         2,415
 Other current assets                                   6,613           681         5,447             -        12,741
                                                   -------------------------------------------------------------------
  Total current assets                                 97,526        20,676        80,046          (972)      197,276
 Property, plant, and equipment, net                   23,854        13,049        19,447             -        56,350
 Goodwill and other intangibles, net                   95,094        57,323        40,373             -       192,790
 Intercompany                                         103,449      (107,127)      (68,829)       72,507             -
 Other assets                                          49,382       198,751        23,307      (240,195)       31,245
                                                   -------------------------------------------------------------------
  Total assets                                     $  369,305    $  182,672    $   94,344    $ (168,660)   $  477,661
                                                   ===================================================================


Current liabilities                                $   44,541    $   14,818    $   32,544    $   (2,408)   $   89,495
 Long-term debt, less current portion                 273,384             -           747             -       274,131
 Other non-current liabilities                          2,343        10,522        24,203             -        37,068
                                                   -------------------------------------------------------------------
  Total liabilities                                   320,268        25,340        57,494        (2,408)      400,694

Shareholders' equity                                   49,037       157,332        36,850      (166,252)       76,967
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  369,305    $  182,672    $   94,344    $ (168,660)   $  477,661
                                                   ===================================================================



FOR THE NINE MONTHS ENDED JANUARY 2, 2005
Net sales                                          $  177,905    $  102,039    $  108,385    $  (18,047)   $  370,282
Cost of products sold                                 138,004        80,131        78,801       (18,047)      278,889
                                                   -------------------------------------------------------------------
Gross profit                                           39,901        21,908        29,584             -        91,393
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses           24,594        14,310        21,342             -        60,246
Restructuring charges                                     357             -            51             -           408
Amortization of intangibles                               178             2            51             -           231
                                                   -------------------------------------------------------------------
                                                       25,129        14,312        21,444             -        60,885
                                                   -------------------------------------------------------------------
Income from operations                                 14,772         7,596         8,140             -        30,508
Interest and debt expense                              18,496         2,260           270             -        21,026
Other income and (expense), net                         1,469          (235)          110             -         1,344
                                                   -------------------------------------------------------------------
Income before income taxes                             (2,255)        5,101         7,980             -        10,826
Income tax expense                                         38           665         2,190             -         2,893
                                                   -------------------------------------------------------------------
Income from continuing operations                      (2,293)        4,436         5,790             -         7,933
Income from discontinued operations                       428             -             -             -           428
                                                   -------------------------------------------------------------------
Net income                                         $   (1,865)   $    4,436    $    5,790    $        -    $    8,361
                                                   ===================================================================




                                     - 10 -

<PAGE>


                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE NINE MONTHS ENDED JANUARY 2, 2005
OPERATING ACTIVITIES:
Net cash (used in) provided by  operating
   activities                                      $  (65,597)   $   68,173    $    5,837    $        -    $    8,413
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Sale of marketable securities, net                          -             -           957             -           957
Capital expenditures                                   (2,102)         (552)         (515)            -        (3,169)
Net assets held for sale                                    -           375             -             -           375
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (2,102)         (177)          442             -        (1,837)
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
   line-of-credit agreements                            5,022             -        (2,116)            -         2,906
Repayment of debt                                     (13,062)            -          (182)            -       (13,244)
Deferred financing costs incurred                         (24)            -             -             -           (24)
Dividends paid                                         68,168       (68,000)         (168)            -             -
Other                                                     427             -             -             -           427
                                                   -------------------------------------------------------------------
Net cash  provided by (used in) financing
   activities                                          60,531       (68,000)       (2,466)            -        (9,935)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                  (120)           85           489             -           454
                                                   -------------------------------------------------------------------
Cash provided by continuing operations                 (7,288)          (81)        4,302             -        (2,905)
CASH PROVIDED BY DISCONTINUED OPERATIONS                  428             -             -             -           428
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                (6,860)          (81)        4,302             -        (2,477)
Cash and cash equivalents at beginning of period        6,981          (329)        4,449             -        11,101
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $      121    $     (248)   $    8,751    $        -    $    8,624
                                                   ===================================================================



AS OF DECEMBER 28, 2003
Current assets:
 Cash and cash equivalents                         $   (1,324)   $    1,356    $    3,030    $        -    $    3,062
 Trade accounts receivable and unbilled revenues       51,734            69        36,078             -        87,881
 Inventories                                           35,463        18,944        22,695          (972)       76,130
 Other current assets                                   9,561           911         5,930             -        16,402
                                                   -------------------------------------------------------------------
  Total current assets                                 95,434        21,280        67,733          (972)      183,475
 Property, plant, and equipment, net                   29,301        13,588        19,475             -        62,364
 Goodwill and other intangibles, net                   97,076        57,362        39,768             -       194,206
 Intercompany                                          48,262       (64,033)      (56,223)       71,994             -
 Other assets                                          57,772       208,064        23,462      (246,704)       42,594
                                                   -------------------------------------------------------------------
  Total assets                                     $  327,845    $  236,261    $   94,215    $ (175,682)   $  482,639
                                                   ===================================================================


Current liabilities                                $   48,456    $   11,874    $   30,267    $   (2,921)   $   87,676
 Long-term debt, less current portion                 285,441             -           906             -       286,347
 Other non-current liabilities                          6,987        12,579        24,430             -        43,996
                                                   -------------------------------------------------------------------
  Total liabilities                                   340,884        24,453        55,603        (2,921)      418,019

Shareholders' equity                                  (13,039)      211,808        38,612      (172,761)       64,620
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  327,845    $  236,261    $   94,215    $ (175,682)   $  482,639
                                                   ===================================================================



                                     - 11 -

<PAGE>

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

FOR THE NINE MONTHS ENDED DECEMBER 28, 2003
Net sales                                          $  163,616    $   82,464    $   92,257    $  (14,925)   $  323,412
Cost of products sold                                 125,659        67,764        69,391       (14,925)      247,889
                                                   -------------------------------------------------------------------
Gross profit                                           37,957        14,700        22,866             -        75,523
Selling, general and administrative expenses           25,334         9,278        18,877             -        53,489
Restructuring charges                                   1,184             -           466             -         1,650
Amortization of intangibles                               180             2           118             -           300
                                                   -------------------------------------------------------------------
                                                       26,698         9,280        19,461             -        55,439
                                                   -------------------------------------------------------------------
Income from operations                                 11,259         5,420         3,405             -        20,084
Interest and debt expense                              21,343             7           590             -        21,940
Other (income) and expense, net                        (2,077)       (5,626)       (1,337)        2,381        (6,659)
                                                   -------------------------------------------------------------------
(Loss) income before income tax
   (benefit) expense                                   (8,007)       11,039         4,152        (2,381)        4,803
Income tax (benefit) expense                           (2,962)        3,570         1,491             -         2,099
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (5,045)   $    7,469    $    2,661    $   (2,381)   $    2,704
                                                   ===================================================================


FOR THE NINE MONTHS ENDED DECEMBER 28, 2003
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $    8,717    $   (1,499)   $   12,812    $   (2,381)   $   17,649
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -          (530)            -          (530)
Capital expenditures, net                              (2,214)         (403)         (479)            -        (3,096)
Other                                                       -         3,767             -             -         3,767
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (2,214)        3,364        (1,009)            -           141
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
   line-of-credit agreements                           (4,407)            -         1,304             -        (3,103)
Repayment of debt                                    (114,647)            -       (10,617)            -      (125,264)
Proceeds from issuance of long-term debt              115,000             -             -             -       115,000
Other                                                  (3,746)            -        (2,555)        2,381        (3,920)
                                                   -------------------------------------------------------------------
Net cash used in financing activities                  (7,800)            -       (11,868)        2,381       (17,287)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                   (84)          311           389             -           616
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                (1,381)        2,176           324             -         1,119
Cash and cash equivalents at beginning of period           57          (820)        2,706             -         1,943
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $   (1,324)   $    1,356    $    3,030    $        -    $    3,062
                                                   ===================================================================
</TABLE>

10.  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.  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 January 2,
     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  increase  in the  recorded  liability  from the amount of
     $3,300  disclosed in the fiscal 2005 second  quarter 10Q is due to a change
     in actuarial  parameters  used to  calculate  required  asbestos  liability
     reserve levels.  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.  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) must be adopted for interim or annual  periods  beginning
     after June 15,  2005.  We expect to adopt  123(R) in the second  quarter of
     Fiscal  2006.  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).

     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 shared  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  consolidated  financial
     statements.


                                     - 13 -

<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  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.  They are sold,  domestically and  internationally,
principally to third party distributors through diverse  distribution  channels,
and  to  a  lesser  extent  directly  to  manufacturers   and  other  end-users.
Distribution  channels  include general  distributors,  specialty  distributors,
crane   end   users,   service-after-sale   distributors,   original   equipment
manufacturers  (OEMs),  government,  consumer  and  international  general  line
distributors.   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.  Sales from that segment 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.

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 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. We continue to further
integrate the operations of the acquired businesses with our previously existing
businesses.  The current phase of the ongoing  integration  of these  businesses
includes improving our productivity,  further reducing our excess  manufacturing
capacity and extending our cross-selling activities to the European marketplace.
This  phase is in  process  through  our Lean  Manufacturing  efforts,  facility
rationalization  program and European sales initiatives.  Our Lean Manufacturing
efforts  are  fundamentally  changing  our  manufacturing  processes  to be more
responsive to customer demand, improving on-time delivery and productivity. Over
the past three years, under our facility  rationalization  program, we closed 13
facilities and consolidated  several product lines,  with potential  opportunity
for  further  rationalization.  Also,  as  previously  reported,  we  have  been
undergoing  assessments  for  possible  divestiture  of  several  less-strategic
businesses,  including  most of our  Solutions  segment and  certain  businesses
within our Products  segment.  Two  businesses  were sold in fiscal 2004 and two
others  remain as  possible  divestiture  candidates.  In January  of 2005,  the
Company  completed the sale of a Chicago area  property in  accordance  with its
facility rationalization projects at a $2.6 million gain, which will be recorded
in the fourth quarter of fiscal 2005. On February 1, 2005, the Company announced
the sale  and  partial  leaseback  of its  corporate  headquarters  building  in
Amherst,  New York at a $2.7  million  gain,  which will also be recorded in the
fourth  quarter of fiscal 2005.  The Company will  continue to sell surplus real
estate   resulting  from  our  facility   rationalization   projects  and  these
divestitures may result in gains or losses.  To further expand our global sales,
we continue to introduce  certain of our products through our existing  European
distribution  network  that  historically  have been  distributed  only in North
America.

Following several years of negative  economic  conditions we saw some definitive
economic  improvement  in the  first  nine  months  of  fiscal  2005.  Net sales
rebounded in the first nine months of fiscal 2005,  reflecting a 14.5%  increase
over the  comparable  fiscal 2004  period.  We monitor such  indicators  as U.S.
Industrial  Capacity  Utilization  and  Industrial  Production  which  have been
increasing since July 2003. Further, we continue to monitor the potential impact
of  negative  global  and  domestic  trends,  including  continued  steel  price
increases,  possibly  rising  interest  rates and  uncertainty  in some end-user
markets around the globe. In addition, to enhance future revenue  opportunities,
we are increasing our sales and marketing  efforts in international  markets and
investing in the development of new products and services.





                                     - 14 -

<PAGE>

Consistent  with most  companies,  we have been challenged over the past several
years with  significantly  increased  costs for fringe  benefits  such as health
insurance,  workers compensation insurance and pension. Combined, those benefits
cost us almost  $30,000 in fiscal 2004 and we work  diligently  to balance  cost
control  with  the  need  to  provide  competitive  benefits  packages  for  our
associates.  Another cost area of focus is steel  pricing and  availability.  We
utilize  approximately  $37,000-$39,000  of steel annually in a variety of forms
including rod,  wire,  bar,  structural and others.  With increases in worldwide
demand for steel and significant increases in scrap steel prices, we experienced
increases in our costs that we have reflected as price  increases and surcharges
to our customers. Our surcharges for certain products went into effect beginning
March 18,  2004 and  currently  affect  most of our chain and forged  attachment
products.   We  continue  to  monitor  steel  costs  and   potential   surcharge
requirements  on a monthly  basis.  Another  challenging  cost area results from
Sarbanes-Oxley  internal control  documentation and testing  compliance.  We are
well underway with this  initiative and work to control our added internal costs
as well as those of third  parties  assisting  with our  efforts  and the  audit
costs. On the whole, we are encouraged,  remaining reservedly optimistic for the
future.


RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED JANUARY 2, 2005 AND DECEMBER 28, 2003
Net sales in the fiscal 2005 quarter  ended  January 2, 2005 were  $125,913,  up
$15,660 or 14.2% from the fiscal 2004 quarter ended December 28, 2003. Net sales
for the nine months ended January 2, 2005 were $370,282,  an increase of $46,870
or 14.5% from the nine months ended  December  28,  2003.  Sales in the Products
segment  increased  by $12,785 or 13.2% from the  previous  year's  quarter  and
$43,795 or 15.5% from the previous year's  nine-month  period then ended.  These
increases are due primarily to the recovery of US industrial markets, as well as
the  impact of price  increases  and  surcharges  due to steel  cost  increases.
Translation of foreign  currencies,  particularly  the Euro and Canadian dollar,
into U.S.  dollars  contributed  $2,000 and $4,700  toward the Products  segment
increase in sales for the quarter and  nine-month  period ended January 2, 2005,
respectively.  Sales in the Solutions  segment increased 20.9% or $2,875 for the
quarter  and 7.6% or  $3,075  for the nine  months  ended  January  2, 2005 when
compared to the same periods in the prior year. The increase in this segment for
the quarter is primarily due to improvement in our European  conveyor  business.
For the nine-month period ended January 2, 2005, the improvement in our European
conveyor business is being offset by the divestiture of a subsidiary ($4,034) in
February  of  2004.   Translation  of  foreign   currencies  into  U.S.  dollars
contributed $1,100 and $2,300 toward the Solutions segment increase in sales for
the quarter and nine-month period ended January 2, 2005, respectively.  Sales in
the segments are summarized as follows:

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED                               NINE MONTHS ENDED
                                   ------------------                               -----------------
                        JAN. 2,    DEC.  28,          CHANGE             JAN. 2,    DEC.  28,          CHANGE
                         2005        2003        AMOUNT      %            2005        2003        AMOUNT      %
                         ----        ----        ------    -----          ----        ----        ------    -----
<S>                   <C>         <C>           <C>         <C>        <C>         <C>           <C>         <C>
Products              $ 109,309   $  96,524     $ 12,785    13.2       $ 326,847   $ 283,052     $ 43,795    15.5
Solutions                16,604      13,729        2,875    20.9          43,435      40,360        3,075     7.6
                      ---------   ---------     --------               ---------   ---------     --------
Net sales             $ 125,913   $ 110,253     $ 15,660    14.2       $ 370,282   $ 323,412     $ 46,870    14.5
                      =========   =========     ========               =========   =========     ========

</TABLE>

Gross profit and gross profit  margins by operating  segment are  summarized  as
follows:
<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED                          NINE MONTHS ENDED
                                    ------------------                          -----------------
                             JAN. 2, 2005        DEC. 28, 2003           JAN. 2, 2005        DEC. 28, 2003
                             ------------        -------------           ------------        -------------
                              $        %           $        %             $        %           $        %
                            -----    -----       -----    -----         -----    -----       -----    -----
<S>                       <C>         <C>      <C>         <C>        <C>         <C>      <C>         <C>
Products                  $  27,533   25.2     $  22,791   23.6       $  84,583   25.9     $  70,164   24.8
Solutions                     2,466   14.9         1,767   12.9           6,810   15.7         5,359   13.3
                          ---------            ---------              ---------            ---------
   Total Gross Profit     $  29,999   23.8     $  24,558   22.3       $  91,393   24.7     $  75,523   23.4
                          =========            =========              =========            =========
</TABLE>

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  improvement in the Solutions  segment gross
profit  margin  was  the  result  of  the  divestiture  of  a  poor  performing,
non-strategic   division  in  February  2004  as  well  as  improved   operating
performance in the remaining businesses.


                                     - 15 -

<PAGE>

Selling expenses were $13,356,  $11,942, $38,326, and $35,400 in the fiscal 2005
and 2004  quarters  and the  nine-month  periods then ended,  respectively.  The
changes in expense  dollars were impacted by increased  variable  costs,  mainly
commissions,  as a result of improved sales volume as well as  translation  from
changes  in  foreign  exchange  rates  ($400  and  $1,000  for the  quarter  and
nine-month  period ended  January 2, 2005,  respectively).  As a  percentage  of
consolidated net sales,  selling expenses were 10.6%, 10.8%, 10.4%, and 10.9% in
the  fiscal  2005 and 2004  quarters  and the  nine-month  periods  then  ended,
respectively.

General and administrative expenses were $6,918, $6,610, $21,920, and $18,089 in
the  fiscal  2005 and 2004  quarters  and the  nine-month  periods  then  ended,
respectively.  The  quarterly  increase  is  primarily  the result of  increased
professional costs associated with regulatory compliance with the Sarbanes-Oxley
Act ($400) and currency translation impact ($200),  offset by decreased variable
compensation  expense ($150). The fiscal 2005 nine-month data is higher than the
prior year due to increased variable  compensation  expense ($1,050),  increased
professional costs associated with regulatory compliance with the Sarbanes-Oxley
Act and environmental  matters ($900),  increased research and development costs
related to new product  development  ($450),  increased health insurance expense
($400), and currency  translation impact ($500). As a percentage of consolidated
net sales, general and administrative expenses were 5.5%, 6.0%, 5.9% and 5.6% in
the  fiscal  2005 and 2004  quarters  and the  nine-month  periods  then  ended,
respectively.

During the first nine-months of fiscal 2005, the Company recorded  restructuring
costs of $408 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.  We
anticipate  that our total  restructuring  charges for fiscal 2005 in connection
with our ongoing facility rationalization and reorganization initiatives will be
between $400 and $600. The majority of these costs relate to projects  initiated
subsequent  to the  adoption  of SFAS  No.  146 and are  therefore  expensed  as
incurred.  The  Company  recorded  restructuring  charges of $1,650 in the first
nine-months of fiscal 2004 related to this  Corporate-wide  reorganization  plan
for various employee termination benefits. There were $1,263 of costs related to
the Products segment and $387 in the Solutions Segment.

Amortization  of intangibles was $78, $80, $231, and $300 in the fiscal 2005 and
2004 quarters and nine-month periods, respectively.

Interest and debt expense was $6,837, $6,538, $21,026, and $21,940 in the fiscal
2005 and 2004 quarters and the nine-month periods then ended, respectively.  The
fluctuations in interest  expense are  significantly  impacted by changes in the
various credit facilities in place during the periods, described as follows. The
Company had a $70,000  Senior  Second  Secured Term Loan  facility in place from
November  22, 2002  through  July 22, 2003 with an  effective  interest  rate of
approximately  13.8%.  The Company secured $115,000 Senior Secured notes on July
22, 2003 with an interest  rate of 10.0%,  the proceeds  from which were used to
retire the $70,000 Term Loan  Facility.  Effective  August 4, 2003,  the Company
entered  into an  interest  rate swap  agreement  to  convert  $93.5  million of
fixed-rate  debt (10%) to  variable-rate  debt (LIBOR  plus 578.2 basis  points)
through  August  2008 which was  terminated  in January  2004.  The fiscal  2005
quarter has lower  average debt  balances  than fiscal 2004,  but the  increased
expense stems from fiscal 2004's  benefit from the favorable  impact of the swap
($700).  The  decrease in the  nine-month  period  ended  January 2, 2005 is the
result of the lower debt levels.  As a  percentage  of  consolidated  net sales,
interest and debt expense was 5.4%,  5.9%, 5.7%, and 6.8% in the fiscal 2005 and
2004 quarters and the nine-month periods then ended, respectively.

Other income was $755,  $2,212,  $1,344,  and $6,659 in the fiscal 2005 and 2004
quarters and the nine-month periods then ended,  respectively.  The 2005 quarter
consisted  primarily  of  $600 of  realized  gains  on  investments  within  the
Company's  captive  insurance  company  portfolio.  The 2004  quarter  consisted
primarily  of $1,100 of  realized  gains on  investments  within  the  Company's
captive insurance company portfolio and $1,000 from the change in the fair value
of the interest  rate swap.  For the  nine-month  period ended  January 2, 2005,
other  income  is  mainly  comprised  of a $800 of  investment  income  from the
Company's  captive  insurance company portfolio and $700 in interest income on a
note from the sale of a discontinued operation.  For the nine-month period ended
December 28, 2003, other income is mainly comprised of a $3,300 gain on the sale
of real estate, $1,700 of investment income from the Company's captive insurance



                                     - 16 -

<PAGE>

company portfolio, $1,000 from the change in the fair value of the interest rate
swap,  and  a  net  $700  gain  consisting  of a  $5,600  gain  from  the  early
extinguishment  of debt offset by the $4,900  deferred  financing cost write-off
associated with the extinguished debt.

Income tax expense as a percentage of income from continuing  operations  before
income tax expense  was 35.1%,  46.8%,  26.7%,  and 43.7% in the fiscal 2005 and
2004 quarters and the nine-month  periods then ended,  respectively.  The fiscal
2005 percentages  vary from the U.S.  statutory rate due to the benefit from 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. The fiscal
2004 percentages vary from the U.S. statutory rate due to jurisdictional mix and
the  existence  of losses at  certain  subsidiaries  for  which no  benefit  was
recorded.  The Company  evaluates their estimated annual effective tax rate each
quarter. In light of the Company's continuing  improvement in the results of its
U.S.  operations  during fiscal 2005,  management plans to review the previously
established valuation reserves for its net deferred tax assets in more detail as
information becomes available.


LIQUIDITY AND CAPITAL RESOURCES

The Company's Revolving Credit Facility provides availability up to a maximum of
$50,000  through  March 31,  2007.  Underlying  collateral  at  January  2, 2005
amounted to $49,334.  The unused  portion  totaled  $34,958,  net of outstanding
borrowings of $3,554 and outstanding  letters of credit of $10,822.  Interest is
payable  at  varying  Eurodollar  rates  based on LIBOR  or prime  plus  spreads
determined by the Company's leverage ratio, amounting to 250 or 125 basis points
applied to each, respectively,  at January 2, 2005 (4.91%). 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.

At January 2, 2005, the Company has a Term Loan with a balance of $5,821,  which
requires quarterly  payments of $500.  Interest is payable at varying Eurodollar
rates based on LIBOR plus a spread  determined by the Company's  leverage  ratio
amounting  to 300 basis  points at  January  2, 2005  (5.07%).  The Term Loan 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
$154,563,  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 the option of the
Company,  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.  In the event of a Change of Control (as defined in the indenture for such
notes),  each holder of the 8 1/2% Notes may  require the Company to  repurchase
all or a portion of such holder's 8 1/2% Notes at a purchase price equal to 101%
of the  principal  amount  thereof.  The 8 1/2% Notes are  guaranteed by certain
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 the  option  of the  Company,  prior to August 1, 2007 in the
absence  of an  equity  offering.  The  Company  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 Change of  Control  (as  defined  in the  indenture  for such
notes),  each holder of the 10% Notes may require the Company 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.



                                     - 17 -

<PAGE>

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

From time to time, the Company manages its debt portfolio by using interest rate
swaps to achieve an overall desired  position of fixed and floating  rates.  The
Company  entered into an interest  rate swap  agreement,  which  matured in June
2003. The cash flow hedge was  considered  effective and the gain or loss on the
change in fair value was reported in other  comprehensive  loss,  net of tax and
amounted to a gain of $191 for the fiscal 2004 nine-month period.

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,  possible divestiture of excess facilities and certain
non-strategic  operations,  and improving  working capital  components,  and new
market and new product development.

Net cash provided by operating  activities  was $8,413 for the nine months ended
January 2, 2005 compared to $17,649 for the nine months ended December 28, 2003.
The  $9,236  decrease  is due to  changes  in net  working  capital  components,
primarily increased accounts receivable,  increased  inventories,  and decreased
accrued  liabilities  (including a fiscal 2004  $10,600 tax  refund),  offset by
increased  accounts  payable,  increased  income from  continuing  operations of
$5,229 in fiscal  2005 and the impact of the fiscal  2004  $3,282  gain from the
sale of real estate.

Net cash used in  investing  activities  was  $1,837 for the nine  months  ended
January 2, 2005  compared to net cash  provided by investing  activities of $141
for the nine months ended  December 28, 2003. In 2005,  the Company sold $957 of
marketable equity securities to fund product liability  payments compared to the
purchase of $530 of marketable  equity  securities  in fiscal 2004.  The Company
received  $375 in proceeds  from assets held for sale in fiscal 2005 compared to
$3,380 in fiscal 2004.  Capital  expenditures  were consistent at  approximately
$3,100 for both periods.

Net cash used in  financing  activities  was  $9,935 for the nine  months  ended
January 2, 2005 compared to net cash used in financing activities of $17,287 for
the nine months  ended  December 28, 2003.  The $7,352  change is primarily  the
result of  repayment  of debt from the  receipt of the $10,600 tax refund in the
first quarter of fiscal 2004 and the impact of working  capital  changes between
the two periods, offset by the increase in net income for the current period.

CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to 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 nine months
ended   January  2,  2005  and   December  28,  2003  were  $3,169  and  $3,096,
respectively.

INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by  inflation  in the U.S.  economy and, to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific Rim. The Company does not believe that 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,  in the fourth
quarter of fiscal 2004, we were impacted by high  inflation in steel costs which
varied by type of steel.  We  continue  to  monitor  steel  costs and  potential
surcharge  requirements on a monthly basis. 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  incorporated  those cost  increases  into our sales  price  increases
effective in early fiscal 2005 as well as  surcharges  on certain  products that
began in March 2004. 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 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) must be adopted for interim or annual periods  beginning after
June 15, 2005.  We expect to adopt 123(R) in the second  quarter of Fiscal 2006.
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).

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

New requirements  adopted by the Securities and Exchange  Commission in response
to the passage of the  Sarbanes-Oxley  Act of 2002 will require an annual review
and evaluation of our internal  control systems and attestation of these systems
by our independent  auditors.  We are currently  reviewing our internal  control
procedures. Any improvements in our internal control systems or in documentation
of such  control  systems  could be  costly  to  prepare  or  implement,  divert
attention of management or finance staff,  and may cause our operating  expenses
to increase over the balance of our fiscal year.




























                                     - 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 2004.


Item 4.    Disclosure Controls and Procedures

As of January 2, 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 January 2, 2005.  There were no
significant  changes in the  Company's  internal  controls  or in other  factors
during our third quarter ended January 2, 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 January 18, 2005,  the Company filed a Current  Report on Form 8-K
           with respect to the sale of property.

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

           On February 1, 2005,  the Company filed a Current  Report on Form 8-K
           with respect to the sale and partial leaseback of property.














                                     - 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: FEBRUARY 2, 2005                 /S/ ROBERT R. FRIEDL
      ----------------                 --------------------------------------
                                       Robert R. Friedl
                                       Vice President and Chief Financial
                                          Officer (Principal Financial Officer)






































                                     - 23 -