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

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

For the quarterly period ended July 4, 2004

                                       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 July 31,  2004 was:
14,896,172 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                  JULY 4, 2004


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              July 4, 2004 and March 31, 2004                                  2

           Condensed consolidated statements of operations and
              accumulated deficit - Three months ended
              July 4, 2004 and June 29, 2003                                   3

           Condensed consolidated statements of cash flows -
              Three months ended July 4, 2004 and June 29, 2003                4

           Condensed consolidated statements of comprehensive income -
              Three months ended July 4, 2004 and June 29, 2003                5

           Notes to condensed consolidated financial statements -
              July 4, 2004 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         20

Item 4.    Disclosure Controls and Procedures                                 20


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                          21

Item 2.    Changes in Securities - none.                                      21

Item 3.    Defaults upon Senior Securities - none.                            21

Item 4.    Submission of Matters to a Vote of Security Holders - none.        21

Item 5.    Other Information - none.                                          21

Item 6.    Exhibits and Reports on Form 8-K                                   21







                                     - 1 -

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                                               COLUMBUS MCKINNON CORPORATION
                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                                        (UNAUDITED)

                                                                                  JULY 4,          MARCH 31,
                                                                                   2004              2004
                                                                                -----------       -----------
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>               <C>
      Cash and cash equivalents                                                 $    12,064       $    11,101
      Trade accounts receivable                                                      81,802            84,374
      Unbilled revenues                                                               5,136             5,160
      Inventories                                                                    71,161            69,119
      Net assets held for sale                                                        2,570             2,790
      Prepaid expenses                                                               16,605            15,486
                                                                                -----------       -----------
Total current assets                                                                189,338           188,030
Property, plant, and equipment, net                                                  57,392            58,773
Goodwill and other intangibles, net                                                 192,621           192,963
Marketable securities                                                                25,066            25,355
Deferred taxes on income                                                              4,933             6,388
Other assets                                                                          1,931             1,854
                                                                                -----------       -----------
Total assets                                                                    $   471,281       $   473,363
                                                                                ===========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $     5,437       $     5,471
      Trade accounts payable                                                         24,928            30,076
      Accrued liabilities                                                            50,578            48,416
      Restructuring reserve                                                             370               561
      Current portion of long-term debt                                               3,386             2,205
                                                                                -----------       -----------
Total current liabilities                                                            84,699            86,729
Senior debt, less current portion                                                   120,613           121,603
Subordinated debt                                                                   164,141           164,131
Other non-current liabilities                                                        35,512            37,922
                                                                                -----------       -----------
Total liabilities                                                                   404,965           410,385
                                                                                -----------       -----------
Shareholders' equity
      Common stock                                                                      149               149
      Additional paid-in capital                                                    103,827           103,914
      Accumulated deficit                                                           (21,992)          (25,354)
      ESOP debt guarantee                                                            (4,973)           (5,116)
      Unearned restricted stock                                                         (31)              (39)
      Accumulated other comprehensive loss                                          (10,664)          (10,576)
                                                                                -----------       -----------
Total shareholders' equity                                                           66,316            62,978
                                                                                -----------       -----------
Total liabilities and shareholders' equity                                      $   471,281       $   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
                                                                                     ------------------
                                                                                  JULY 4,          JUNE 29,
                                                                                   2004              2003
                                                                                -----------       -----------
                                                                                    (IN THOUSANDS, EXCEPT
                                                                                       PER SHARE DATA)


<S>                                                                             <C>               <C>
Net sales                                                                       $   121,658       $   106,575
Cost of products sold                                                                90,207            80,677
                                                                                -----------       -----------
Gross profit                                                                         31,451            25,898
                                                                                -----------       -----------

Selling expenses                                                                     12,700            11,922
General and administrative expenses                                                   7,485             5,767
Restructuring charges                                                                    33               801
Amortization of intangibles                                                              77               142
                                                                                -----------       -----------
                                                                                     20,295            18,632
                                                                                -----------       -----------

Income from operations                                                               11,156             7,266
Interest and debt expense                                                             7,048             9,672
Other expense and (income), net                                                          18            (3,094)
                                                                                -----------       -----------
Income before income tax expense                                                      4,090               688
Income tax expense                                                                      728               189
                                                                                -----------       -----------
Net income                                                                            3,362               499
Accumulated deficit - beginning of period                                           (25,354)          (26,547)
                                                                                -----------       -----------
Accumulated deficit - end of period                                             $   (21,992)      $   (26,048)
                                                                                ===========       ===========


Earnings per share data, basic and diluted:                                     $      0.23       $      0.03
                                                                                ===========       ===========
</TABLE>



          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 3 -

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                  JULY 4,           JUNE 29,
                                                                                   2004               2003
                                                                                -----------       -----------
                                                                                       (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Net income                                                                      $     3,362       $       499
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                                                    2,325             2,735
     Deferred income taxes                                                            1,455               498
     Gain on sale of real estate/investments                                              -            (3,282)
     Other                                                                              369               496
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                            2,674             1,134
           Inventories                                                               (2,080)            4,827
           Prepaid expenses                                                          (1,118)           (1,717)
           Other assets                                                                (129)              (66)
           Trade accounts payable                                                    (5,207)           (6,030)
           Accrued and non-current liabilities                                         (519)            7,885
                                                                                -----------       -----------
Net cash provided by operating activities                                             1,132             6,979
                                                                                -----------       -----------

INVESTING ACTIVITIES:
Sale (purchase) of marketable securities, net                                           208              (415)
Capital expenditures                                                                   (838)           (1,499)
Net assets held for sale                                                                220             3,282
                                                                                -----------       -----------
Net cash (used in) provided by investing activities                                    (410)            1,368
                                                                                -----------       -----------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
   line-of-credit agreements                                                          1,175            16,602
Repayment of debt                                                                    (1,078)          (21,867)
Reduction of ESOP debt guarantee                                                        143               147
Other                                                                                   (11)             (205)
                                                                                -----------       -----------
Net cash provided by (used in) financing activities                                     229            (5,323)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                  12               259
                                                                                -----------       -----------
Net change in cash and cash equivalents                                                 963             3,283
Cash and cash equivalents at beginning of period                                     11,101             1,943
                                                                                -----------       -----------
Cash and cash equivalents at end of period                                      $    12,064       $     5,226
                                                                                ===========       ===========

</TABLE>


          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.





                                     - 4 -

<PAGE>


<TABLE>
<CAPTION>

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

                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                  JULY 4,           JUNE 29,
                                                                                   2004              2003
                                                                                -----------       -----------
                                                                                       (IN THOUSANDS)

<S>                                                                             <C>               <C>
Net income                                                                      $     3,362       $       499
                                                                                -----------       -----------
Other comprehensive (loss) income, net of tax:
  Foreign currency translation adjustments                                               (7)            3,110
  Unrealized gain on derivatives qualifying as hedges                                     -               191
  Unrealized (loss) gain on investments:
    Unrealized holding (loss) gain arising during the period                           (150)            1,278
    Less: reclassification adjustment for losses
           included in net income                                                        69               213
                                                                                -----------       -----------
                                                                                        (81)            1,491
                                                                                -----------       -----------
Total other comprehensive (loss) income                                                 (88)            4,792
                                                                                -----------       -----------
Comprehensive income                                                            $     3,274       $     5,291
                                                                                ===========       ===========

</TABLE>


          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


















                                     - 5 -


<PAGE>


                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (TABULAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                  JULY 4, 2004

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 July 4, 2004, and the results of its
     operations  and its cash flows for the three  month  periods  ended July 4,
     2004 and June 29, 2003,  have been  included.  Results for the period ended
     July 4, 2004 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
                                                                     -------------------------------
                                                                     JULY 4, 2004      JUNE 29, 2003
                                                                     -------------------------------
<S>                                                                  <C>                 <C>
   Net income, as reported....................................       $     3,362         $       499
     Deduct: Total stock based employee compensation
     expenses determined under fair value based method
     for all awards, net of related tax effects...............              (186)               (141)
                                                                     -------------------------------
     Net income, pro forma....................................       $     3,176         $       358
                                                                     ===============================

  Basic and diluted income per share:
     As reported..............................................       $      0.23         $      0.03
                                                                     ===============================
     Pro forma................................................       $      0.22         $      0.02
                                                                     ===============================

</TABLE>



                                     - 6 -


<PAGE>


3.   Inventories consisted of the following:

                                                  JULY 4,           MARCH 31,
                                                   2004               2004
                                                ----------        -----------
     At cost - FIFO basis:
        Raw materials.......................... $   36,401        $    34,657
        Work-in-process........................     11,953             10,169
        Finished goods.........................     30,237             31,205
                                                ----------        -----------
                                                    78,591             76,031
     LIFO cost less than FIFO cost.............     (7,430)            (6,912)
                                                ----------        -----------
     Net inventories   ........................ $   71,161        $    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.   In early fiscal 2002, the Company analyzed its global capacity requirements
     and, as a result, began a series of facility  rationalization  projects and
     Corporate-wide   reorganization  plans.   Substantially  all  projects  are
     complete  at this  point.  During  the first  quarter of fiscal  2005,  the
     Company recorded restructuring costs of $33,000 related to certain employee
     termination  benefits.  All of these  costs  are  related  to the  Products
     segment.  As of July 4, 2004,  the vast  majority of the  terminations  had
     occurred.  The liability as of July 4, 2004 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  "Accounting  for  Costs  Associated  with  Exit or  Disposal
     Activities."

     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
                                                                   ===============================================
</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
                                                                                     ------------------
                                                                                   JULY 4,           JUNE 29,
                                                                                    2004              2003
                                                                                    ----              ----
<S>                                                                             <C>               <C>
        Service costs - benefits earned during the period..................     $     1,190       $       980
        Interest cost on projected benefit obligation......................           1,755             1,678
        Expected return on plan assets.....................................          (1,645)           (1,351)
        Net amortization...................................................             495               494
                                                                                -----------       -----------
        Net periodic pension cost..........................................     $     1,795       $     1,801
                                                                                ===========       ===========

</TABLE>

                                     - 7 -

<PAGE>


     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.

     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
                                                                                     ------------------
                                                                                   JULY 4,           JUNE 29,
                                                                                    2004              2003
                                                                                    ----              ----
<S>                                                                             <C>               <C>
        Service costs - benefits earned during the period..................     $         4       $         3
        Interest cost on projected benefit obligation......................             234               217
        Amortization of prior service cost.................................               -               (38)
        Amortization of plan net losses....................................             146               161
                                                                                -----------       -----------
        Net periodic pension cost..........................................     $       384       $       343
                                                                                ===========       ===========

</TABLE>

     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 before income tax expense was
     17.8% and 27.5% in the fiscal  2005 and 2004  quarters,  respectively.  The
     fiscal  2005  percentage  varies  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  percentage  varies  from the U.S.
     statutory rate due to jurisdictional mix.


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

<TABLE>
<CAPTION>

                                                                                          THREE MONTHS ENDED
                                                                                          ------------------
                                                                                        JULY 4,          JUNE 29,
                                                                                         2004              2003
                                                                                     -----------       -----------
     Numerator for basic and diluted earnings per share:
     <S>                                                                             <C>               <C>
       Net income...........................................................         $     3,262       $       499
                                                                                     ===========       ===========

     Denominators:
        Weighted-average common stock outstanding -
          denominator for basic EPS.........................................              14,576            14,539
       Effect of dilutive employee stock options............................                  24                 -
                                                                                     -----------       -----------

       Adjusted weighted-average common stock outstanding
          and assumed conversions - denominator for diluted EPS..............             14,600            14,539
                                                                                     ===========       ===========

</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 three months ended July 4, 2004 and
     June 29, 2003, is as follows:

<TABLE>
<CAPTION>

                                                                               THREE MONTHS ENDED JULY 4, 2004
                                                                               -------------------------------
                                                                         PRODUCTS         SOLUTIONS           TOTAL
                                                                         --------         ---------           -----
<S>                                                                    <C>               <C>               <C>
     Sales to external customers......................                 $   108,557       $    13,101       $   121,658
     Operating income before restructuring
        Charges and amortization......................                      10,921               345            11,266
     Depreciation and amortization....................                       2,088               237             2,325
     Total assets.....................................                     443,925            27,356           471,281

                                                                               THREE MONTHS ENDED JUNE 29, 2003
                                                                               --------------------------------
                                                                         PRODUCTS         SOLUTIONS           TOTAL
                                                                         --------         ---------           -----
     Sales to external customers......................                 $    91,957       $    14,618       $   106,575
     Operating income before restructuring
        Charges and amortization......................                       8,148                61             8,209
     Depreciation and amortization....................                       2,441               294             2,735
     Total assets.....................................                     451,357            34,015           485,372

</TABLE>


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

<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                   JULY 4,           JUNE 29,
                                                                                    2004              2003
                                                                                    ----              ----
        Operating income before restructuring
<S>                                                                             <C>               <C>
           charges and amortization........................................     $    11,266       $     8,209
        Restructuring charges..............................................             (33)             (801)
        Amortization of intangibles........................................             (77)             (142)
        Interest and debt expense..........................................          (7,048)           (9,672)
        Other (expense) and income, net....................................             (18)            3,094
                                                                                -----------       -----------
        Income before income tax expense...................................     $     4,090       $       688
                                                                                ===========       ===========

</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>


(In thousands)                                        Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
AS OF JULY 4, 2004
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $    8,266    $   (1,025)   $    4,823    $        -    $   12,064
 Trade accounts receivable and unbilled revenues       54,147           (47)       32,838             -        86,938
 Inventories                                           31,695        18,811        21,627          (972)       71,161
 Net assets held for sale                               1,800           770             -             -         2,570
 Other current assets                                   9,753           641         6,211             -        16,605
                                                   -------------------------------------------------------------------
  Total current assets                                105,661        19,150        65,499          (972)      189,338
 Property, plant, and equipment, net                   25,294        13,522        18,576             -        57,392
 Goodwill and other intangibles, net                   95,759        57,325        39,537             -       192,621
 Intercompany                                          36,593       (40,228)      (68,680)       72,315             -
 Other assets                                          49,444       198,751        23,930      (240,195)       31,930
                                                   -------------------------------------------------------------------
  Total assets                                     $  312,751    $  248,520    $   78,862    $ (168,852)   $  471,281
                                                   ===================================================================


Current liabilities                                $   46,032    $   12,858    $   28,409    $   (2,600)   $   84,699
 Long-term debt, less current portion                 283,962             -           792             -       284,754
 Other non-current liabilities                          2,335        10,483        22,694             -        35,512
                                                   -------------------------------------------------------------------
  Total liabilities                                   332,329        23,341        51,895        (2,600)      404,965


Shareholders' equity                                  (19,578)      225,179        26,967      (166,252)       66,316
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  312,751    $  248,520    $   78,862    $ (168,852)   $  471,281
                                                   ===================================================================



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




                                     - 10 -

<PAGE>




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

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

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



AS OF JUNE 29, 2003
Current assets:
 Cash and cash equivalents                         $    1,901    $     (917)   $    4,242    $        -    $    5,226
 Trade accounts receivable and unbilled revenues       50,855           (10)       37,011             -        87,856
 Inventories                                           35,935        18,909        21,376          (972)       75,248
 Other current assets                                   9,553           (53)        4,871             -        14,371
                                                   -------------------------------------------------------------------
  Total current assets                                 98,244        17,929        67,500          (972)      182,701
 Property, plant, and equipment, net                   31,329        16,018        19,740             -        67,087
 Goodwill and other intangibles, net                   98,569        57,364        39,184             -       195,117
 Intercompany                                          37,999       (68,577)      (41,488)       72,066             -
 Other assets                                         207,515       174,335        32,115      (373,498)       40,467
                                                   -------------------------------------------------------------------
  Total assets                                     $  473,656    $  197,069    $  117,051    $ (302,404)   $  485,372
                                                   ===================================================================

Current liabilities                                $   45,943    $    9,955    $   28,808    $   (2,849)   $   81,857
 Long-term debt, less current portion                 283,697             -        15,514             -       299,211
 Other non-current liabilities                         27,565        14,286         4,437             -        46,288
                                                   -------------------------------------------------------------------
  Total liabilities                                   357,205        24,241        48,759        (2,849)      427,356


Shareholders' equity                                  116,451       172,828        68,292      (299,555)       58,016
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  473,656    $  197,069    $  117,051    $ (302,404)   $  485,372
                                                   ===================================================================




                                     - 11 -


<PAGE>



(In thousands)                                        Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE THREE MONTHS ENDED JUNE 29, 2003
Net sales                                          $   53,053    $   27,661    $   30,792    $   (4,931)   $  106,575
Cost of products sold                                  40,356        22,016        23,236        (4,931)       80,677
                                                   -------------------------------------------------------------------
Gross profit                                           12,697         5,645         7,556             -        25,898
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses            8,370         2,971         6,348             -        17,689
Restructuring charges                                     747             -            54             -           801
Amortization of intangibles                                58             -            84             -           142
                                                   -------------------------------------------------------------------
                                                        9,175         2,971         6,486             -        18,632
                                                   -------------------------------------------------------------------
Income from operations                                  3,522         2,674         1,070             -         7,266
Interest and debt expense                               9,172             -           500             -         9,672
Other expense and (income), net                           198        (3,282)          (10)            -        (3,094)
                                                   -------------------------------------------------------------------
Income before income taxes                             (5,848)        5,956           580             -           688
Income tax expense                                     (2,322)        2,368           143             -           189
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (3,526)   $    3,588    $      437     $       -    $      499
                                                   ===================================================================





FOR THE THREE MONTHS ENDED JUNE 29, 2003
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $   17,587    $   (3,282)   $   (7,326)   $        -    $    6,979
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                   (415)            -             -             -          (415)
Capital expenditures                                   (1,020)          (86)         (393)            -        (1,499)
Other                                                       -         3,282             -             -         3,282
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (1,435)        3,196          (393)            -         1,368
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings under revolving
   line-of-credit agreements                            7,324             -         9,278             -        16,602
Repayment of debt                                     (21,472)            -          (395)            -       (21,867)
Other                                                     (58)            -             -             -           (58)
                                                   -------------------------------------------------------------------
Net cash  (used in) provided by financing
   activities                                         (14,206)            -         8,883             -        (5,323)
Effect of exchange rate changes on cash                  (101)           (2)          362             -           259
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                 1,845           (88)        1,526             -         3,283
Cash and cash equivalents at beginning of period           56          (829)        2,716             -         1,943
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    1,901    $     (917)   $    4,242    $        -    $    5,226
                                                   ===================================================================

</TABLE>









                                     - 12 -

<PAGE>


10.  Like  most   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.

     Our actuaries have estimated our  asbestos-related  liability to range from
     $2,800,000  to  $12,300,000  through  approximately  March  31,  2034.  The
     Company's estimation of its asbestos-related liability that is probable and
     estimable  through 2013 ranges from  $2,800,000 to $4,000,000 as of July 4,
     2004. 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.  The Company has concluded  that no amount within that
     range is more likely than any other, and therefore has reflected $3,000,000
     as a liability in the consolidated  financial statements in accordance with
     U.S. generally accepted accounting principles.  The recorded liability does
     not consider the impact of any potential favorable federal legislation such
     as the "FAIR Act".  Of this amount,  management  expects to incur  asbestos
     liability  payments  of  approximately  $200,000  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.  On December  28, 2003,  the  Medicare  Prescription  Drug  Improvement  and
     Modernization  Act of 2003 was enacted that introduces a prescription  drug
     benefit  under  Medicare  as well  as a  subsidy  to  sponsors  of  retiree
     healthcare  benefit plans. 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 Act on postretirement plans. The provisions of FSP No. 106-2
     are effective for periods  beginning  after June 15, 2004.  Any measures of
     the  accumulated   postretirement   benefit   obligation  or  net  periodic
     postretirement  benefit costs in the Company's financial  statements do not
     reflect  the effect of the Act.  The  Company is  currently  assessing  the
     Statement  and  the  impact,  if  any,  that  adoption  will  have  on  the
     consolidated financial statements.


                                     - 13 -

<PAGE>

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                             (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
125-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, resulting in significant inventory reductions and
improving on-time delivery and productivity. For example, we realized nearly 20%
inventory  turn  improvement to 5.1 times at July 4, 2004 from 4.3 times at June
29, 2003. 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 four
others remain as possible divestiture  candidates.  Furthermore,  we are selling
surplus real estate that  resulted from our facility  rationalization  projects.
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 quarter of fiscal 2005.  Net sales  rebounded
nicely in the first quarter of fiscal 2005, reflecting a 14.2% increase over the
comparable fiscal 2004 quarter.  We are encouraged but continue to be cautiously
optimistic  that  the  economic  environment,  as it  impacts  our  Company,  is
recovering.  We monitor such indicators as U.S. Industrial Capacity  Utilization
and Industrial  Production which have been steadily  increasing since July 2003.
Further,  we  continue to monitor the  potential  impact of negative  global and



                                     - 14 -

<PAGE>

domestic  trends,  including  continued steel price  increases,  rising interest
rates and  uncertainty  in 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.

On the cost side we, like many  companies,  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  $20,000-$25,000  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 cautiously optimistic for the
future.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JULY 4, 2004 AND JUNE 29, 2003
Net sales in the  fiscal  2004  quarter  ended  July 4, 2004 were  $121,658,  an
increase of $15,083 or 14.2% from the quarter ended June 29, 2003.  Sales in the
Products  segment were up $16,600 or 18.1% primarily as a result of the recovery
of US industrial markets and also include $1,200  attributable to translation of
foreign  currencies,  particularly  the Euro,  into U.S.  dollars.  Sales in the
Solutions  segment  decreased  by $1,517 or 10.4%,  primarily as a result of the
divestiture of a subsidiary  ($1,400) in February 2004.  Sales in the individual
segments were as follows,  in thousands of dollars and with  percentage  changes
for each segment:

<TABLE>
<CAPTION>

                                THREE MONTHS ENDED
                                ------------------
                              JULY 4,       JUNE 29,              CHANGE
                               2004           2003         AMOUNT          %
                               ----           ----         ------        -----
                                     (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                        <C>             <C>            <C>              <C>
Products segment           $   108,557     $    91,957    $   16,600       18.1
Solutions segment               13,101          14,618        (1,517)     (10.4)
                           -----------     -----------    ----------
Consolidated net sales     $   121,658     $   106,575    $   15,083       14.2
                           ===========     ===========    ==========

</TABLE>

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

<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED
                                           ------------------
                                 JULY 4, 2004                  JUNE 29, 2003
                                 ------------                  -------------
                                  $          %                  $           %
                                  -          -                  -           -
<S>                        <C>             <C>           <C>              <C>
Products                   $    29,245     26.9          $    23,719      25.8
Solutions                        2,206     16.8                2,179      14.9
                           -----------                   -----------
   Total Gross Profit      $    31,451     25.9          $    25,898      24.3
                           ===========                   ===========
</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

                                     - 15 -

<PAGE>

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

Selling  expenses were $12,700 and $11,922 in the fiscal 2005 and 2004 quarters,
respectively.  The increase is  primarily  attributable  to  increased  variable
costs,  mainly  commissions  as a result of increased  sales volume and also the
impact of translation of foreign  currencies,  particularly  the Euro, into U.S.
dollars ($254). As a percentage of consolidated net sales, selling expenses were
10.4%  and  11.2%  for the  fiscal  2005 and 2004  quarters,  respectively.  The
decrease  in  percentage  is the result of the fixed  nature of certain  selling
expenses, including investments in new markets, relative to an increase in sales
volume.

General and  administrative  expenses  were $7,485 and $5,767 in the fiscal 2005
and 2004  quarters,  respectively.  The  increase  is  primarily  the  result of
variable  compensation expense ($669),  increased  professional costs associated
with regulatory compliance with the Sarbanes-Oxley Act and environmental matters
($480),  increased  research  and  development  costs  related  to  new  product
development  ($150) and currency  translation  impact ($141). As a percentage of
consolidated net sales,  general and administrative  expenses were 6.2% and 5.4%
in the fiscal 2005 and 2004 quarters, respectively.

In early fiscal 2002, the Company analyzed its global capacity requirements and,
as  a  result,  began  a  series  of  facility   rationalization   projects  and
Corporate-wide  reorganization plans. Substantially all projects are complete at
this  point.  During the first  quarter of fiscal  2005,  the  Company  recorded
restructuring costs of $33,000 related to certain employee termination benefits.
All of these costs are related to the Products segment.  As of July 4, 2004, the
vast majority of the terminations had occurred. The liability as of July 4, 2004
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 "Accounting for Costs Associated with Exit
or Disposal  Activities." 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 $700. 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  $801  in  the  first   quarter  of  fiscal  2004  related  to  this
Corporate-wide  reorganization plan for various employee  termination  benefits.
All of these costs were related to the Products  segment,  with the exception of
$98.

Amortization  of  intangibles  was $77 and  $142 in the  fiscal  2005  and  2004
quarters, respectively.

Interest  and debt  expense  was $7,048  and $9,672 in the fiscal  2005 and 2004
quarters,  respectively.  The  fluctuation in interest  expense is the result of
changes in the various  components of the Company's  credit  facilities over the
course  of  the  last  fifteen  months,   described  as  follows.   The  Company
renegotiated  its senior credit  facility in November of 2002,  which included a
$70,000 Senior Second Secured Term Loan facility that was in place from November
22, 2002 through July 22, 2003 with an effective  interest rate of approximately
13.8%. On July 22, 2003, the $70,000 Term Loan and $35,700 of Subordinated  debt
(8.5%  interest  rate) was replaced by $115,000  Senior  Secured notes having an
interest rate of 10.0%.  The fiscal 2005  quarterly  decrease is impacted by the
lower average  effective  interest rate (9.1% versus 9.9%) and lower debt levels
for the quarter ended July 4, 2004. In addition,  the Company incurred $1,200 in
the  fiscal  2004  first  quarter  for  amendment  fees  relating  to the credit
facilities. As a percentage of consolidated net sales, interest and debt expense
was 5.8% and 9.1% for the fiscal 2005 and 2004 quarters, respectively.

Other (income) and expense, net was $18 and ($3,094) in the fiscal 2005 and 2004
quarters,  respectively.  The 2004 amount  includes  $3,300 in proceeds from the
sale of excess real estate.





                                     - 16 -

<PAGE>

Income tax expense as a percentage of income before income tax expense was 17.8%
and 27.5% in the fiscal 2005 and 2004  quarters,  respectively.  The fiscal 2005
percentage  varies  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 percentage varies from the U.S. statutory rate due to jurisdictional mix.


LIQUIDITY AND CAPITAL RESOURCES

The Company's Revolving Credit Facility provides availability up to a maximum of
$50,000 through March 31, 2007.  Availability based on the underlying collateral
at July 4, 2004 amounted to $48,400.  The unused portion totaled $36,700, net of
outstanding  borrowings of $1,300 and outstanding  letters of credit of $10,400.
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 July 4,  2004  (5.50%).  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 July 4, 2004,  the  Company  has a Term Loan with a balance of $6,821,  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 July 4, 2004 (4.25%).  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
$164,141,  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 quarter.

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 $1,132 for the three months ended
July 4, 2004 compared to net cash provided by operating activities of $6,979 for
the three months ended June 29, 2003. The $5,847 decrease is due to increases in
net  working  capital   components,   primarily  accounts  payable  and  accrued
liabilities (including a fiscal 2004 $10,600 tax refund) and inventories, offset
by increased  net income of $2,900 and the fiscal 2004 $3,300 gain from the sale
of real estate.

Net cash used in investing  activities  was $410 for the three months ended July
4, 2004 compared to net cash provided by investing  activities of $1,368 for the
three  months  ended June 29,  2003.  The  decrease  of $1,778 was the result of
$3,300 of proceeds  from net assets held for sale in the first quarter of fiscal
2004  offset by reduced  capital  expenditures  of $700 in the first  quarter of
fiscal 2005 when compared to the first quarter of fiscal 2004.

Net cash  provided by financing  activities  was $229 for the three months ended
July 4, 2004 compared to net cash used in financing activities of $5,323 for the
three months ended June 29, 2003. The $5,552 decrease is primarily the result of
the receipt of the $10,600 tax refund in the first quarter of fiscal 2004.

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 three months
ended July 4, 2004 and June 29, 2003 were $838 and $1,499, respectively.




                                     - 18 -

<PAGE>

INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by  inflation  in the U.S.  economy and, to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific Rim. The Company does not believe that 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.


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

On  December  28,  2003,  the  Medicare   Prescription   Drug   Improvement  and
Modernization  Act of 2003 was  enacted  that  introduces  a  prescription  drug
benefit  under  Medicare as well as a subsidy to sponsors of retiree  healthcare
benefit  plans.  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  Act  on
postretirement  plans. The provisions of FSP No. 106-2 are effective for periods
beginning  after June 15, 2004. Any measures of the  accumulated  postretirement
benefit obligation or net periodic postretirement benefit costs in the Company's
financial  statements  do not  reflect  the  effect of the Act.  The  Company is
currently  assessing the  Statement  and the impact,  if any, that adoption will
have on the consolidated financial statements.


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.

                                     - 19 -

<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 July 4, 2004, an evaluation was performed  under the  supervision and with
the  participation  of the Company's  management,  including the chief executive
officer and chief  financial  officer,  of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures.  Based on that
evaluation, the Company's management,  including the chief executive officer and
chief financial officer,  concluded that the Company's  disclosure  controls and
procedures were effective as of July 4, 2004. There were no significant  changes
in the Company's  internal controls or in other factors during our first quarter
ended July 4, 2004.





































                                     - 20 -

<PAGE>


PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings - none.

Item 2.     Changes in Securities - none.

Item 3.     Defaults upon Senior Securities - none.

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

Item 5.     Other Information - none.

Item 6.     Exhibits and Reports on Form 8-K

     (a)    Exhibits:

            Exhibit 10.1    Amendment No. 10 to the 1998 Plan Restatement of the
                            Columbus McKinnon  Corporation Thrift  [401(k)] Pan,
                            dated July 12, 2004.

            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 July 27,  2004,  the Company filed  a Current Report  on Form 8-K
            with  respect  to its  financial  results  for the first  quarter of
            fiscal 2005.



















                                     - 21 -

<PAGE>


                                   SIGNATURES


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


                                        COLUMBUS MCKINNON CORPORATION
                                        -----------------------------
                                        (Registrant)






Date: AUGUST 4, 2004                    /S/ ROBERT R. FRIEDL
      --------------                    ----------------------------------------
                                        Robert R. Friedl
                                        Vice President and Chief Financial
                                           Officer (Principal Financial Officer)



































                                     - 22 -