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

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

For the quarterly period ended October 3, 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 October  31, 2004 was:
14,896,172 shares.




<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                 OCTOBER 3, 2004


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              October 3, 2004 and March 31, 2004                               2

           Condensed consolidated statements of operations and
              accumulated deficit - Three months and six months
              ended October 3, 2004 and September 28, 2003                     3

           Condensed consolidated statements of cash flows -
              Six months ended October 3, 2004 and September 28, 2003          4

           Condensed consolidated statements of comprehensive income
              - Three months and six months ended October 3, 2004
              and September 28, 2003                                           5

           Notes to condensed consolidated financial statements -
              October 3, 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.    Unregistered Sales of Equity Securities and
              Use of Proceeds - none.                                         21

Item 3.    Defaults upon Senior Securities - none.                            21

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

                                                                                OCTOBER 3,        MARCH 31,
                                                                                   2004              2004
                                                                                ----------       ----------
                                                                                (UNAUDITED)      (AUDITED)
ASSETS:                                                                               (IN THOUSANDS)
Current assets:
<S>                                                                             <C>              <C>
      Cash and cash equivalents                                                 $    9,883       $   11,101
      Trade accounts receivable                                                     84,464           84,374
      Unbilled revenues                                                              7,477            5,160
      Inventories                                                                   74,850           69,119
      Net assets held for sale                                                       2,490            2,790
      Prepaid expenses                                                              14,156           15,486
                                                                                ----------       ----------
Total current assets                                                               193,320          188,030
Property, plant, and equipment, net                                                 56,447           58,773
Goodwill and other intangibles, net                                                192,355          192,963
Marketable securities                                                               22,982           25,355
Deferred taxes on income                                                             5,113            6,388
Other assets                                                                         1,902            1,854
                                                                                ----------       ----------
Total assets                                                                    $  472,119       $  473,363
                                                                                ==========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    5,125       $    5,471
      Trade accounts payable                                                        25,534           30,076
      Accrued liabilities                                                           47,617           48,416
      Restructuring reserve                                                            361              561
      Current portion of long-term debt                                             10,595            2,205
                                                                                ----------       ----------
Total current liabilities                                                           89,232           86,729
Senior debt, less current portion                                                  120,075          121,603
Subordinated debt                                                                  158,552          164,131
Other non-current liabilities                                                       34,622           37,922
                                                                                ----------       ----------
Total liabilities                                                                  402,481          410,385
                                                                                ----------       ----------
Shareholders' equity
      Common stock                                                                     149              149
      Additional paid-in capital                                                   103,760          103,914
      Accumulated deficit                                                          (19,398)         (25,354)
      ESOP debt guarantee                                                           (4,830)          (5,116)
      Unearned restricted stock                                                        (23)             (39)
      Accumulated other comprehensive loss                                         (10,020)         (10,576)
                                                                                ----------       ----------
Total shareholders' equity                                                          69,638           62,978
                                                                                ----------       ----------
Total liabilities and shareholders' equity                                      $  472,119       $  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                   SIX MONTHS ENDED
                                                        ------------------                   ----------------
                                                   OCTOBER 3,       SEPTEMBER 28,      OCTOBER 3,       SEPTEMBER 28,
                                                      2004              2003              2004              2003
                                                      ----              ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)


<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   122,711       $   106,584       $   244,369       $   213,159
Cost of products sold                                  92,768            81,517           182,975           162,194
                                                  -----------       -----------       -----------       -----------
Gross profit                                           29,943            25,067            61,394            50,965
                                                  -----------       -----------       -----------       -----------

Selling expenses                                       12,270            11,536            24,970            23,458
General and administrative expenses                     7,517             5,712            15,002            11,479
Restructuring charges                                     184               574               217             1,375
Amortization of intangibles                                76                78               153               220
                                                  -----------       -----------       -----------       -----------
                                                       20,047            17,900            40,342            36,532
                                                  -----------       -----------       -----------       -----------

Income from operations                                  9,896             7,167            21,052            14,433
Interest and debt expense                               7,141             5,730            14,189            15,402
Other (income) and expense, net                          (607)           (1,353)             (589)           (4,447)
                                                  ------------      -----------       -----------       -----------
Income from continuing operations before
   income tax expense                                   3,362             2,790             7,452             3,478
Income tax expense                                        982             1,290             1,710             1,479
                                                  -----------       -----------       -----------       -----------
Income from continuing operations                       2,380             1,500             5,742             1,999
Income from discontinued operations                       214                 -               214                 -
                                                  -----------       -----------       -----------       -----------
Net income                                              2,594             1,500             5,956             1,999
Accumulated deficit - beginning of period             (21,992)          (26,048)          (25,354)          (26,547)
                                                  -----------       ------------      -----------       -----------
Accumulated deficit - end of period               $   (19,398)      $   (24,548)      $   (19,398)      $   (24,548)
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted:
   Income from continuing operations              $      0.17       $      0.10       $      0.40       $      0.14
   Income from discontinued operations                   0.01                -               0.01                 -
                                                  -----------       ----------        -----------       -----------
   Net income                                     $      0.18       $      0.10       $      0.41       $      0.14
                                                  ===========       ===========       ===========       ===========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.











                                     - 3 -

<PAGE>


<TABLE>
<CAPTION>

                                          COLUMBUS MCKINNON CORPORATION
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)
                                                                                    SIX MONTHS ENDED
                                                                                    ----------------
                                                                               OCTOBER 3,      SEPTEMBER 28,
                                                                                  2004             2003
                                                                               ----------       ----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                            <C>              <C>
Income from continuing operations                                              $    5,742       $    1,999
Adjustments to reconcile income from
   continuing operations to net cash (used
   in) provided by operating activities:
     Depreciation and amortization                                                  4,652            5,375
     Deferred income taxes                                                          1,275              626
     Gain on sale of real estate/investments                                            -           (3,282)
     Other                                                                            655              192
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                         (1,597)           4,255
           Inventories                                                             (5,257)           6,863
           Prepaid expenses                                                         1,342           (1,596)
           Other assets                                                              (135)            (241)
           Trade accounts payable                                                  (4,718)          (3,469)
           Accrued and non-current liabilities                                     (4,781)          13,843
                                                                               ----------       ----------
Net cash (used in) provided by operating activities                                (2,822)          24,565
                                                                               ----------       ----------

INVESTING ACTIVITIES:
Sale (purchase) of marketable securities, net                                       1,991             (811)
Capital expenditures                                                               (1,948)          (2,094)
Net assets held for sale                                                              300            3,282
                                                                               ----------       ----------
Net cash provided by investing activities                                             343              377
                                                                               ----------       ----------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
     line-of-credit agreements                                                      8,036           (1,090)
Repayment of debt                                                                  (7,173)        (124,206)
Proceeds from issuance of long-term debt                                                -          115,000
Deferred financing costs incurred                                                     (11)          (4,011)
Other                                                                                 286              294
                                                                               ----------       ----------
Net cash provided by (used in) financing activities                                 1,138          (14,013)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                               (91)             298
                                                                               ----------       ----------
Net cash (used in) provided by continuing operations                               (1,432)          11,227
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                                          214                -
                                                                               ----------       ----------
Net change in cash and cash equivalents                                            (1,218)          11,227
Cash and cash equivalents at beginning of period                                   11,101            1,943
                                                                               ----------       ----------
Cash and cash equivalents at end of period                                     $    9,883       $   13,170
                                                                               ==========       ==========

</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                 SIX MONTHS ENDED
                                                          ------------------                 ----------------
                                                      OCTOBER 3,      SEPTEMBER 28,     OCTOBER 3,      SEPTEMBER 28,
                                                         2004             2003             2004             2003
                                                         ----             ----             ----             ----
                                                                             (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>              <C>
Net income                                            $    2,594       $    1,500       $    5,956       $    1,999
                                                      ----------       ----------       ----------       ----------
Other comprehensive income, net of tax:
   Foreign currency translation adjustments                  945              606              938            3,716
   Unrealized gain on derivatives
     qualifying as hedges                                      -                -                -              191
   Unrealized (loss) gain on investments:
     Unrealized holding (losses) gains arising
       during the period                                    (294)             158             (391)           1,435
     Reclassification adjustment for
       (gains) losses included in net income                  (7)            (323)               9             (109)
                                                      ----------       ----------       ----------       ----------
                                                            (301)            (165)            (382)           1,326
                                                      ----------       ----------       ----------       ----------
Total other comprehensive income                             644              441              556            5,233
                                                      ----------       ----------       ----------       ----------
Comprehensive income                                  $    3,238       $    1,941       $    6,512       $    7,232
                                                      ==========       ==========       ==========       ==========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

































                                     - 5 -


<PAGE>

                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                 OCTOBER 3, 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 October 3, 2004, and the results of
     its operations and its cash flows for the three and six-month periods ended
     October 3, 2004 and September 28, 2003, have been included. Results for the
     period ended October 3, 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            SIX MONTHS ENDED
                                                   -------------------------------------------------------
                                                   OCTOBER 3,    SEPTEMBER 28,   OCTOBER 3,    SEPTEMBER 28,
                                                      2004           2003           2004           2003
                                                   -------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>
      Net income, as reported..................... $    2,594     $    1,500     $    5,956     $    1,999
        Deduct: Total stock based employee
         compensation expense determined under
         fair value based method for all awards,
         net of related tax effects                      (183)          (121)          (369)         (262)
                                                   -------------------------------------------------------
        Net income, pro forma..................... $    2,411     $    1,379     $    5,587     $    1,737
                                                   =======================================================

      Basic and diluted income per share:
        As reported............................... $     0.18     $     0.10     $     0.41     $     0.14
                                                   =======================================================
        Pro forma................................. $     0.16     $     0.09     $     0.38     $     0.12
                                                   =======================================================

</TABLE>



                                     - 6 -

<PAGE>

3.   Inventories consisted of the following:

                                                   OCTOBER 3,         MARCH 31,
                                                      2004              2004
                                                   ----------       -----------
     At cost - FIFO basis:
        Raw materials.........................     $   38,268       $    34,657
        Work-in-process.......................         12,090            10,169
        Finished goods........................         32,884            31,205
                                                   ----------       -----------
                                                       83,242            76,031
     LIFO cost less than FIFO cost............         (8,392)           (6,912)
                                                   ----------       -----------
     Net inventories   .......................     $   74,850       $    69,119
                                                   ==========       ===========

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

4.   During  the  first   six-months  of  fiscal  2005,  the  Company   recorded
     restructuring   costs  of  $217  related  mostly  to  the   maintenance  of
     non-operating  facilities  being held for sale which are  expensed on an as
     incurred  basis in  accordance  with  SFAS No.  146  "Accounting  for Costs
     Associated  with  Exit or  Disposal  Activities."  All of these  costs  are
     related  to the  Products  segment.  The  liability  as of  October 3, 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.

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

<TABLE>
<CAPTION>
                                                                    EMPLOYEE        FACILITY         TOTAL
                                                                   -----------------------------------------
<S>                                                                <C>             <C>             <C>
        Reserve at March 31, 2004                                  $     161       $     400       $     561
        Fiscal 2005 first quarter restructuring charges.........           -              33              33
        Cash payments...........................................        (143)            (81)           (224)
                                                                   -----------------------------------------
        Reserve at July 4, 2004.................................   $      18       $     352       $     370
        Fiscal 2005 second quarter restructuring charges........          14             170             184
        Cash payments...........................................         (16)           (177)           (193)
                                                                   -----------------------------------------
        Reserve at October 3, 2004..............................   $      16       $     345       $     361
                                                                   =========================================

</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                  SIX MONTHS ENDED
                                                  -----------------                   -----------------
                                             OCTOBER 3,      SEPTEMBER 28,       OCTOBER 3,      SEPTEMBER 28,
                                                2004              2003              2004              2003
                                                ----              ----              ----              ----
<S>                                         <C>               <C>               <C>               <C>
        Service costs....................   $     1,190       $       980       $     2,380       $     1,960
        Interest cost....................         1,755             1,678             3,510             3,356
        Expected return on plan assets...        (1,645)           (1,351)           (3,290)           (2,702)
        Net amortization.................           495               494               990               988
                                            -----------       -----------       -----------       -----------
        Net periodic pension cost........   $     1,795       $     1,801       $     3,590       $     3,602
                                            ===========       ===========       ===========       ===========
</TABLE>

     For additional  information on the Company's defined benefit pension plans,
     refer to Note 11 in the  consolidated  financial  statements  and footnotes
     thereto  included in the Company's  annual report on Form 10-K for the year
     ended March 31, 2004.


                                     - 7 -

<PAGE>

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

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                   ------------------                   ----------------
                                              OCTOBER 3,       SEPTEMBER 28,      OCTOBER 3,      SEPTEMBER 28,
                                                 2004              2003              2004              2003
                                                 ----              ----              ----              ----
<S>                                         <C>               <C>               <C>               <C>
        Service costs...................... $         4       $         3       $         8       $         6
        Interest cost .....................         200               217               434               434
        Amortization of prior service cost.           -               (38)                -               (76)
        Amortization of plan net losses....         105               161               251               322
                                             -----------       -----------       -----------       -----------
        Net periodic pension cost.......... $       309       $       343       $       693       $       686
                                             ===========       ===========       ===========       ===========
</TABLE>

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

     For additional  information on the Company's defined benefit postretirement
     benefit plans,  refer to Note 13 in the consolidated  financial  statements
     and footnotes  thereto included in the Company's annual report on Form 10-K
     for the year ended March 31, 2004.

6.   Income tax expense as a  percentage  of income from  continuing  operations
     before income tax expense was 29.2%,  46.2%, 22.9%, and 42.5% in the fiscal
     2005 and 2004 quarters and the six-month periods then ended,  respectively.
     The fiscal 2005  percentages  vary from the U.S.  statutory rate due to the
     benefit from the utilization of domestic net operating loss  carry-forwards
     that had been fully reserved and jurisdictional mix. Therefore,  income tax
     expense primarily  results from non-U.S.  taxable income and state taxes on
     U.S.  taxable  income.  The  fiscal  2004  percentages  vary  from the U.S.
     statutory  rate due to  jurisdictional  mix and the  existence of losses at
     certain subsidiaries for which no benefit was recorded.


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

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                  ------------------               ----------------
                                                              OCTOBER 3,     SEPTEMBER 28,    OCTOBER 3,      SEPTEMBER 28,
                                                                 2004            2003            2004             2003
                                                                 ----            ----            ----             ----
     Numerator for basic and diluted earnings per share:
<S>                                                      <C>             <C>             <C>              <C>
       Net income (loss)                                      $   2,594       $   1,500       $   5,956        $   1,999
                                                              =========       =========       =========        =========

     Denominators:
       Weighted-average common stock outstanding -
           denominator for basic EPS                             14,585          14,549          14,581          14,544

       Effect of dilutive employee stock options                    215               -             117               -
                                                              ---------       ---------       ---------       ---------

       Adjusted weighted-average common stock
          outstanding and assumed conversions -
          denominator for diluted EPS                            14,800          14,549          14,698          14,544
                                                              =========       =========       =========       =========
</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 six months ended October 3, 2004 and
     September 28, 2003, is as follows:

<TABLE>
<CAPTION>

                                                                              SIX MONTHS ENDED OCTOBER 3, 2004
                                                                              --------------------------------
                                                                        PRODUCTS          SOLUTIONS           TOTAL
                                                                       -----------       -----------       -----------
<S>                                                                    <C>               <C>               <C>
     Sales to external customers......................                 $   217,538       $    26,831       $   244,369
     Operating income before restructuring
        charges and amortization......................                      20,604               818            21,422
     Depreciation and amortization....................                       4,176               476             4,652
     Total assets.....................................                     442,152            29,967           472,119

                                                                             SIX MONTHS ENDED SEPTEMBER 28, 2003
                                                                             -----------------------------------
                                                                        PRODUCTS          SOLUTIONS           TOTAL
                                                                       -----------       -----------       -----------
     Sales to external customers......................                 $   186,528       $    26,631       $   213,159
     Operating income before restructuring
        charges and amortization......................                      16,199              (171)           16,028
     Depreciation and amortization....................                       4,799               576             5,375
     Total assets.....................................                     456,729            32,501           489,230

</TABLE>

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

<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                       ----------------
                                                                                  OCTOBER 3,       SEPTEMBER 28,
                                                                                     2004              2003
                                                                                     ----              ----
<S>                                                                              <C>               <C>
        Operating income before restructuring
           charges and amortization........................................      $    21,422       $    16,028
        Restructuring charges..............................................             (217)           (1,375)
        Amortization of intangibles........................................             (153)             (220)
        Interest and debt expense..........................................          (14,189)          (15,402)
        Other (expense) and income, net....................................              589             4,447
                                                                                 -----------       -----------
        Income before income tax expense...................................      $     7,452       $     3,478
                                                                                 ===========       ===========

</TABLE>



                                     - 9 -


<PAGE>



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

<TABLE>
<CAPTION>

                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
AS OF OCTOBER 3, 2004
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $    3,254    $     (953)   $    7,582    $        -    $    9,883
 Trade accounts receivable and unbilled revenues       55,203          (150)       36,888             -        91,941
 Inventories                                           33,859        19,217        22,746          (972)       74,850
 Net assets held for sale                               1,800           690             -             -         2,490
 Other current assets                                   8,654           625         4,877             -        14,156
                                                   -------------------------------------------------------------------
  Total current assets                                102,770        19,429        72,093          (972)      193,320
 Property, plant, and equipment, net                   24,782        13,366        18,299             -        56,447
 Goodwill and other intangibles, net                   95,414        57,324        39,617             -       192,355
 Intercompany                                         105,874      (109,346)      (68,750)       72,222             -
 Other assets                                          49,412       198,751        22,029      (240,195)       29,997
                                                   -------------------------------------------------------------------
  Total assets                                     $  378,252    $  179,524    $   83,288    $ (168,945)   $  472,119
                                                   ===================================================================


Current liabilities                                $   46,851    $   13,937    $   31,137    $   (2,693)   $   89,232
 Long-term debt, less current portion                 277,873             -           754             -       278,627
 Other non-current liabilities                          2,334        10,522        21,766             -        34,622
                                                   -------------------------------------------------------------------
  Total liabilities                                   327,058        24,459        53,657        (2,693)      402,481

Shareholders' equity                                   51,194       155,065        29,631      (166,252)       69,638
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  378,252    $  179,524    $   83,288    $ (168,945)   $  472,119
                                                   ===================================================================


FOR THE THREE MONTHS ENDED OCTOBER 3, 2004
Net sales                                          $  119,552    $   68,243    $   68,656    $  (12,082)   $  244,369
Cost of products sold                                  91,845        53,413        49,799       (12,082)      182,975
                                                   -------------------------------------------------------------------
Gross profit                                           27,707        14,830        18,857             -        61,394
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses           15,833        10,326        13,813             -        39,972
Restructuring charges                                     217             -             -             -           217
Amortization of intangibles                               118             1            34             -           153
                                                   -------------------------------------------------------------------
                                                       16,168        10,327        13,847             -        40,342
                                                   -------------------------------------------------------------------
Income from operations                                 11,539         4,503         5,010             -        21,052
Interest and debt expense                              12,174         1,830           185             -        14,189
Other income and (expense), net                           726          (237)          100             -           589
                                                   -------------------------------------------------------------------
Income before income taxes                                 91         2,436         4,925             -         7,452
Income tax expense                                        103           275         1,332             -         1,710
                                                   -------------------------------------------------------------------
Income from continuing operations                         (12)        2,161         3,593             -         5,742
Income from discontinued operations                       214             -             -             -           214
                                                   -------------------------------------------------------------------
Net (loss) income                                  $      202    $    2,161    $    3,593    $        -  $      5,956
                                                   ===================================================================



                                     - 10 -

<PAGE>



                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE THREE MONTHS ENDED OCTOBER 3, 2004
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $  (72,018)   $   67,369    $    1,827    $        -    $   (2,822)
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Sale of marketable securities, net                          -             -         1,991             -         1,991
Capital expenditures                                   (1,580)         (385)           17             -        (1,948)
Net assets held for sale                                    -           300             -             -           300
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (1,580)          (85)        2,008             -           343
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
     line-of-credit agreements                          8,468             -          (432)            -         8,036
Repayment of debt                                      (7,052)            -          (121)            -        (7,173)
Deferred financing costs incurred                         (11)            -             -             -           (11)
Dividends paid                                         68,000       (68,000)            -             -             -
Other                                                     286             -             -             -           286
                                                   -------------------------------------------------------------------
Net cash  provided by (used in) financing
   activities                                          69,691       (68,000)         (553)            -         1,138
Effect of exchange rate changes on cash                   (34)           92          (149)            -           (91)
                                                   -------------------------------------------------------------------
Cash provided by continuing operations                 (3,941)         (624)        3,133             -        (1,432)
Cash provided by discontinued operations                  214             -             -             -           214
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                (3,727)         (624)        3,133             -        (1,218)
Cash and cash equivalents at beginning of period        6,981          (329)        4,449             -        11,101
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    3,254    $     (953)   $    7,582    $        -    $    9,883
                                                   ===================================================================



AS OF SEPTEMBER 28, 2003
Current assets:
 Cash and cash equivalents                         $    3,875    $     (760)   $   10,055    $        -    $   13,170
 Trade accounts receivable and unbilled revenues       50,359            83        34,825             -        85,267
 Inventories                                           34,635        18,256        21,468          (972)       73,387
 Other current assets                                   9,853         1,000         5,479             -        16,332
                                                   -------------------------------------------------------------------
  Total current assets                                 98,722        18,579        71,827          (972)      188,156
 Property, plant, and equipment, net                   30,355        14,457        18,827             -        63,639
 Goodwill and other intangibles, net                   97,226        57,363        39,185             -       193,774
 Intercompany                                          53,173       (66,510)      (58,703)       72,040             -
 Other assets                                          59,736       208,064        22,565      (246,704)       43,661
                                                   -------------------------------------------------------------------
  Total assets                                     $  339,212    $  231,953    $   93,701    $ (175,636)   $  489,230
                                                   ===================================================================


Current liabilities                                $   56,397    $   10,983    $   30,106    $   (2,875)   $   94,611
 Long-term debt, less current portion                 286,850             -         5,862             -       292,712
 Other non-current liabilities                          7,659        12,441        21,816             -        41,916
                                                   -------------------------------------------------------------------
  Total liabilities                                   350,906        23,424        57,784        (2,875)      429,239

Shareholders' equity                                  (11,694)      208,529        35,917      (172,761)       59,991
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  339,212    $  231,953    $   93,701    $ (175,636)   $  489,230
                                                   ===================================================================


                                     - 11 -

<PAGE>
                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 28, 2003
Net sales                                          $  107,631    $   54,487     $  60,573    $   (9,532)  $   213,159
Cost of products sold                                  81,634        44,402        45,690        (9,532)      162,194
                                                   -------------------------------------------------------------------
Gross profit                                           25,997        10,085        14,883             -        50,965
Selling, general and administrative expenses           16,729         6,071        12,137             -        34,937
Restructuring charges                                     927             -           448             -         1,375
Amortization of intangibles                               118             1           101             -           220
                                                   -------------------------------------------------------------------
                                                       17,774         6,072        12,686             -        36,532
                                                   -------------------------------------------------------------------
Income from operations                                  8,223         4,013         2,197             -        14,433
Interest and debt expense                              14,965           (42)          479             -        15,402
Other (income) and expense, net                        (1,044)       (3,287)         (116)            -        (4,447)
                                                   -------------------------------------------------------------------
(Loss) income before income tax
     (benefit) expense                                 (5,698)        7,342         1,834             -         3,478
Income tax (benefit) expense                           (2,246)        2,910           815             -         1,479
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (3,452)   $    4,432    $    1,019    $        -    $    1,999
                                                   ===================================================================


FOR THE SIX MONTHS ENDED SEPTEMBER 28, 2003
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $   17,818    $   (3,067)   $    9,814    $        -    $   24,565
                                                   -------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -          (811)            -          (811)
Capital expenditures, net                              (1,810)         (224)          (60)            -        (2,094)
Other                                                       -         3,282             -             -         3,282
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (1,810)        3,058          (871)            -           377
                                                   -------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
     line-of-credit agreements                         (9,929)            -         8,839             -        (1,090)
Repayment of debt                                    (113,468)            -       (10,738)            -      (124,206)
Proceeds from issuance of long-term debt              115,000             -             -             -       115,000
Other                                                  (3,717)            -             -             -        (3,717)
                                                   -------------------------------------------------------------------
Net cash used in financing activities                 (12,114)            -        (1,899)            -       (14,013)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                   (76)           69           305             -           298
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                 3,818            60         7,349             -        11,227
Cash and cash equivalents at beginning of period           57          (820)        2,706             -         1,943
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    3,875    $     (760)   $   10,055    $        -    $   13,170
                                                   ===================================================================
</TABLE>

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.

                                     - 12 -

<PAGE>


     Our actuaries have estimated our  asbestos-related  liability to range from
     $2,800 to $12,300  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 to $4,000 as of October 3, 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  $3,300,000 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 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.


































                                     - 13 -

<PAGE>

Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONSAND FINANCIAL CONDITION
                          (DOLLAR MOUNTS 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 15%
inventory  turn  improvement  to 5.0 times at  October 3, 2004 from 4.4 times at
September   28,   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  three  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 six months of fiscal 2005. Net sales rebounded
in the  first  half of  fiscal  2005,  reflecting  a  14.6%  increase  over  the
comparable fiscal 2004 period.  While this trend is encouraging,  we 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  increasing  since July
2003.  Further,  we continue to monitor the potential  impact of negative global
and 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.

Consistent  with most  companies,  we have been challenged over the past several
years with  significantly  increased  costs for fringe  benefits  such as health
insurance,  workers compensation insurance and pension. Combined, those benefits
cost us almost  $30,000 in fiscal 2004 and we work  diligently  to balance  cost



                                     - 14 -

<PAGE>

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  $36,000-$38,000  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 AND SIX MONTHS ENDED OCTOBER 3, 2004 AND SEPTEMBER 28, 2003
Net sales in the fiscal  2005-quarter  ended October 3, 2004 were  $122,711,  up
$16,127 or 15.1% from the fiscal 2004 quarter  ended  September  28,  2003.  Net
sales for the six months  ended  October 3, 2004 were  $244,369,  an increase of
$31,210 or 14.6% from the six months  ended  September  28,  2003.  Sales in the
Products segment  increased by $14,410 or 15.2% from the previous year's quarter
and $31,010 or 16.6% from the previous year's  six-month  period then ended. The
increase is due primarily to the recovery of US industrial  markets,  as well as
the impact of price  increases  and  surcharges  due to steel  price  increases.
Translation of foreign  currencies,  particularly  the Euro and Canadian dollar,
into U.S.  dollars  contributed  $1,500 and $2,700  toward the Products  segment
increase in sales for the quarter and  six-month  period ended  October 3, 2004.
Sales in the  Solutions  segment  increased  14.3% or $1,717 for the quarter and
0.8% or $200 for the six months ended  October 3, 2004 when compared to the same
periods in the prior  year.  The  increase  in this  segment  for the quarter is
primarily due to improvement  in our European  conveyor  business.  The relative
flatness in this segment for the  six-month  period ended October 3, 2004 is the
result  of  improvement  in  our  European   conveyor  business  offset  by  the
divestiture of a subsidiary ($3,028) in February of 2004. Translation of foreign
currencies  into U.S.  dollars  contributed  $700 and $1,200 toward the Products
segment  increase in sales for the quarter and six-month period ended October 3,
2004. Sales in the segments are summarized as follows:

<TABLE>
<CAPTION>
                          THREE MONTHS ENDED                                SIX MONTHS ENDED
                          ------------------                                ----------------
                OCT. 3,   SEP.  28,          CHANGE             OCT. 3,   SEP.  28,          CHANGE
                 2004        2003        AMOUNT     %            2004        2003        AMOUNT     %
                 ----        ----        ------   -----          ----        ----        ------   -----
<S>           <C>         <C>           <C>        <C>        <C>         <C>           <C>        <C>
Products      $ 108,981   $  94,571     $ 14,410   15.2       $ 217,538   $ 186,528     $ 31,010   16.6
Solutions        13,730      12,013        1,717   14.3          26,831      26,631          200    0.8
              ---------   ---------     --------              ----------  ---------     --------
Net sales     $ 122,711   $ 106,584     $ 16,127   15.1       $ 244,369   $ 213,159     $ 31,210   14.6
              =========   =========     ========              ==========  =========     ========
</TABLE>
Gross profits and gross profit  margins by operating  segment are  summarized as
follows:
<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED                           SIX MONTHS ENDED
                                   ------------------                           ----------------
                            OCT. 3, 2004        SEP. 28, 2003           OCT. 3, 2004        SEP. 28, 2003
                            ------------        -------------           ------------        -------------
                               $       %            $       %              $       %            $       %
                             -----   -----        -----   -----          -----   -----        -----   -----
<S>                       <C>         <C>      <C>         <C>        <C>         <C>      <C>         <C>
Products                  $  27,805   25.5     $  23,654   25.0       $  57,050   26.2     $  47,373   25.4
Solutions                     2,138   15.6         1,413   11.8           4,344   16.2         3,592   13.5
                          ---------            ---------              ---------            ---------
   Total Gross Profit     $  29,943   24.4     $  25,067   23.5       $  61,394   25.1     $  50,965   23.9
                          =========            =========              =========            =========
</TABLE>

The increase in the gross profit  margin for the Products  segment is the result
of realization of operational  leverage at increased  sales volumes and previous
cost  containment  activities.  The  improvement in the Solutions  segment gross
profit  margin  was  the  result  of  the  divestiture  of  a  poor  performing,
non-strategic  subsidiary  in  February  2004  as  well  as  improved  operating
performance in the remaining businesses.

                                     - 15 -

<PAGE>

Selling expenses were $12,270,  $11,536, $24,970, and $23,458 in the fiscal 2005
and 2004  quarters  and the  six-month  periods  then ended,  respectively.  The
changes in expense  dollars were impacted by increased  variable  costs,  mainly
commissions  as a result of improved  sales volume as well as  translation  from
changes in foreign  exchange  rates ($300 and $600 for the quarter and six-month
period ended October 3, 2004, respectively). As a percentage of consolidated net
sales,  selling expenses were 10.0%,  10.8%, 10.2%, and 11.0% in the fiscal 2005
and 2004 quarters and the six-month periods then ended, respectively.

General and administrative expenses were $7,517, $5,712, $15,002, and $11,479 in
the  fiscal  2005  and 2004  quarters  and the  six-month  periods  then  ended,
respectively.  The  quarterly  increase  is  primarily  the  result of  variable
compensation  expense  ($500),  increased  professional  costs  associated  with
regulatory  compliance with the  Sarbanes-Oxley  Act and  environmental  matters
($800),  increased  research  and  development  costs  related  to  new  product
development  ($200) and  currency  translation  impact  ($200).  The fiscal 2005
six-month  data  is  higher  than  the  prior  year  due to  increased  variable
compensation  expense  ($1,200),  increased  professional  costs associated with
regulatory  compliance with the  Sarbanes-Oxley  Act and  environmental  matters
($1,100),  increased  research  and  development  costs  related to new  product
development  ($300) and currency  translation  impact ($300). As a percentage of
consolidated  net sales,  general and  administrative  expenses were 6.1%, 5.4%,
6.1% and 5.4% in the fiscal 2005 and 2004  quarters  and the  six-month  periods
then ended, respectively.

During the first six-months of fiscal 2005, the Company  recorded  restructuring
costs of $217 related  mostly to the  maintenance  of  non-operating  facilities
being held for sale which are  expensed  on an as incurred  basis in  accordance
with SFAS No.  146  "Accounting  for  Costs  Associated  with  Exit or  Disposal
Activities."  All of  these  costs  are  related  to the  Products  segment.  We
anticipate  that our total  restructuring  charges for fiscal 2005 in connection
with our ongoing facility rationalization and reorganization initiatives will be
between $400 and $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 $1,375 in the first half
of fiscal 2004 related to this  Corporate-wide  reorganization  plan for various
employee  termination  benefits.  There  were  $1,005  of costs  related  to the
Products segment and $370 in the Solutions Segment.

Amortization  of intangibles was $76, $78, $153, and $220 in the fiscal 2005 and
2004 quarters and six-month periods, respectively.

Interest and debt expense was $7,141, $5,730, $14,189, and $15,402 in the fiscal
2005 and 2004 quarters and the six-month periods then ended,  respectively.  The
fluctuations in interest  expense are  significantly  impacted by changes in the
various credit facilities in place during the periods, described as follows. The
Company had a $70,000  Senior  Second  Secured Term Loan  facility in place from
November  22, 2002  through  July 22, 2003 with an  effective  interest  rate of
approximately  13.8%.  The Company secured $115,000 Senior Secured notes on July
22, 2003 with an interest  rate of 10.0%,  the proceeds  from which were used to
retire the $70,000 Term Loan  Facility.  Effective  August 4, 2003,  the Company
entered  into an  interest  rate swap  agreement  to  convert  $93.5  million of
fixed-rate  debt (10%) to  variable-rate  debt (LIBOR  plus 578.2 basis  points)
through  August 2008.  The fiscal 2005  quarterly  increase is the result of the
reversal of previously  accrued deferred interest expense ($1,100) under the $70
million Senior Second Secured Term Loan facility and the favorable impact of the
swap ($300) in the second  quarter of fiscal 2004. The decrease in the six-month
period ended  October 3, 2004 is the result of the lower debt levels and a lower
effective  interest rate. For the fiscal 2004 period, the reversal of previously
accrued deferred  interest expense ($1,100 million) under the $70 million Senior
Second  Secured Term Loan facility and the  favorable  impact of the swap ($300)
was offset by an amendment fee ($1,200).  As a percentage  of  consolidated  net
sales,  interest and debt expense was 5.8%,  5.4%,  5.8%, and 7.2% in the fiscal
2005 and 2004 quarters and the six-month periods then ended, respectively.

Other (income) and expense,  net was ($607),  ($1,353),  ($589), and ($4,447) in
the  fiscal  2005  and 2004  quarters  and the  six-month  periods  then  ended,
respectively. The current quarter and six-month period income consists primarily
of interest income on a note from the sale of a discontinued operation. The 2004
quarter  consisted  primarily of a $5,600 gain from the early  extinguishment of
debt offset by the $4,900 deferred financing cost write-off associated with the

                                     - 16 -

<PAGE>

extinguished debt and $600 of realized gains on investments within the Company's
captive  insurance company  portfolio.  For the six-month period ended September
28, 2003,  other income consists  primarily of a $3,282 gain on the sale of real
estate, the net $700 gain from the early extinguishment of debt described above,
and $400 of income  from  investments  within the  Company's  captive  insurance
company.

Income tax expense as a percentage of income from continuing  operations  before
income tax expense  was 29.2%,  46.2%,  22.9%,  and 42.5% in the fiscal 2005 and
2004 quarters and the  six-month  periods then ended,  respectively.  The fiscal
2005 percentages  vary from the U.S.  statutory rate due to the benefit from the
utilization  of domestic net operating loss  carry-forwards  that had been fully
reserved and jurisdictional mix. Therefore, income tax expense primarily results
from non-U.S.  taxable income and state taxes on U.S. taxable income. The fiscal
2004 percentages vary from the U.S. statutory rate due to jurisdictional mix and
the  existence  of losses at  certain  subsidiaries  for  which no  benefit  was
recorded.


LIQUIDITY AND CAPITAL RESOURCES

The Company's Revolving Credit Facility provides availability up to a maximum of
$50,000  through  March 31,  2007.  Underlying  collateral  at  October  3, 2004
amounted to $50,532.  The unused  portion  totaled  $30,531,  net of outstanding
borrowings of $8,456 and outstanding  letters of credit of $11,013.  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 October 3, 2004 (6.00%). 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 October 3, 2004, the Company has a Term Loan with a balance of $6,321,  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  October  3, 2004  (4.76%).  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
$158,552,  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 six-month period.

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

Net cash used in  operating  activities  was  $2,822  for the six  months  ended
October 3, 2004 compared to net cash provided by operating activities of $24,565
for the six months  ended  September  28, 2003.  The $27,387  decrease is due to
changes  in  net  working  capital  components,   primarily  increased  accounts
receivable,  increased inventories, and decreased accrued liabilities (including
a fiscal 2004 $10,600 tax refund),  offset by increased  income from  continuing
operations  of $3,743 in fiscal  2005 and the fiscal  2004  $3,282 gain from the
sale of real estate.

Net cash  provided by  investing  activities  was $343 for the six months  ended
October 3, 2004 compared to $377 for the six months ended September 28, 2003. In
2005,  the Company sold $1,991 of marketable  equity  securities to fund product
liability  payments  compared  to the  purchase  of  $811 of  marketable  equity
securities  in fiscal 2004.  The Company  received  $300 in proceeds from assets
held for sale in  fiscal  2005  compared  to  $3,282  in  fiscal  2004.  Capital
expenditures were consistent at approximately $2,000 for both periods.

Net cash  provided by financing  activities  was $1,138 for the six months ended
October 3, 2004 compared to net cash used in financing activities of $14,013 for
the six months ended  September  28, 2003.  The $15,151  change is primarily the
result of  repayment  of debt from the  receipt of the $10,600 tax refund in the
first quarter of fiscal 2004 and the impact of working  capital  changes between
the two periods, offset by the increase in net income for the current period.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to support new product  development,  reduce  production  costs,
increase  flexibility to respond effectively to market fluctuations and changes,
meet  environmental  requirements,  enhance  safety,  and promote  ergonomically
correct work  stations.  Consolidated  capital  expenditures  for the six months
ended   October  3,  2004  and  September  28,  2003  were  $1,948  and  $2,094,
respectively.


INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by  inflation  in the U.S.  economy and, to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific Rim. The Company does not believe that general inflation has had
a material effect on results of operations over the periods presented  primarily
due to  overall  low  inflation  levels  over such  periods  and the  ability to
generally pass on rising costs through price increases.  However,  in the fourth
quarter of fiscal 2004, we were impacted by high  inflation in steel costs which
varied by type of steel.  We  continue  to  monitor  steel  costs and  potential
surcharge  requirements on a monthly basis. In addition,  employee benefit costs
such as health insurance,  workers compensation  insurance,  pensions as well as
energy and  business  insurance  have  exceeded  general  inflation  levels.  We
generally  incorporated  those cost  increases  into our sales  price  increases


                                     - 18 -

<PAGE>

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 October 13, 2004, the Financial  Accounting  Standards Board (FASB) concluded
that Statement 123R,  SHARE-BASED PAYMENT,  which would require all companies to
measure compensation cost for all share-based payments (including employee stock
options) at fair value,  would be effective for public  companies for interim or
annual periods  beginning after June 15, 2005.  While the statement has not been
finalized,  its current  form will require the Company to expense the fair value
of stock option grants rather than disclose the impact on its  consolidated  net
income within the footnotes, as is our current practice.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report may include  "forward-looking  statements" within the meaning of the
Private Securities  Litigation Reform Act of 1995. Such statements involve known
and unknown risks,  uncertainties  and other factors that could cause the actual
results of the  Company  to differ  materially  from the  results  expressed  or
implied by such statements,  including general economic and business conditions,
conditions  affecting the industries served by the Company and its subsidiaries,
conditions affecting the Company's customers and suppliers, competitor responses
to the Company's  products and services,  the overall market  acceptance of such
products  and  services,  the  integration  of  acquisitions  and other  factors
disclosed  in  the  Company's   periodic  reports  filed  with  the  Commission.
Consequently such forward-looking statements should be regarded as the Company's
current  plans,  estimates  and  beliefs.  The Company  does not  undertake  and
specifically  declines  any  obligation  to publicly  release the results of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or  circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

New requirements  adopted by the Securities and Exchange  Commission in response
to the passage of the  Sarbanes-Oxley  Act of 2002 will require an annual review
and evaluation of our internal  control systems and attestation of these systems
by our independent  auditors.  We are currently  reviewing our internal  control
procedures and considering further  documentation of such procedures that may be
necessary.  While we currently  believe we have  identified  and  committed  the
appropriate  resources and developed an achievable plan of execution to meet all
of the new  requirements  in a  timely  manner,  there is risk  inherent  in the
significant number of tasks to be completed over the balance of our fiscal year.
Any  improvements in our internal  control systems or in  documentation  of such
control  systems  could be costly to prepare or implement,  divert  attention of
management or finance  staff,  and may cause our operating  expenses to increase
over the ensuing year.







                                     - 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 October 3, 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 October 3, 2004.  There were no
significant  changes in the  Company's  internal  controls  or in other  factors
during our second quarter ended October 3, 2004.





































                                     - 20 -

<PAGE>


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.

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

Item 3.    Defaults upon Senior Securities - none.

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

           On August 16, 2004, the Annual Meeting of  Shareholders  was held and
           the following directors were elected:

                    12,850,233 votes cast for:            Herbert P. Ladds, Jr.;
                    12,760,442 votes cast for:            Timothy T. Tevens;
                    12,759,843 votes cast for:            Carlos Pasqual;
                    12,759,643 votes cast for:            Richard H. Fleming;
                    12,757,418 votes cast for:            Ernest R. Verebelyi;
                    12,758,768 votes cast for:            Wallace W. Creek.


Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

   (a)     Exhibits:

           Exhibit 10.1     Columbus  McKinnon  Corporation  Management Variable
                            Compensation Plan.

           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-
                            OxleyAct of 2002.

   (b)     Reports on Form 8-K:

           On October 21, 2004,  the Company filed a Current  Report on Form 8-K
           with respect to its appointment of two new directors.

           On October 26, 2004,  the Company filed a Current  Report on Form 8-K
           with  respect to its  financial  results  for the  second  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: NOVEMBER 3, 2004                  /S/ ROBERT R. FRIEDL
      ----------------                  ----------------------------------------
                                        Robert R. Friedl
                                        Vice President and Chief Financial
                                           Officer (Principal Financial Officer)






































                                     - 22 -