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

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

For the quarterly period ended September 28, 2003

                                       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, 2003 was:
14,896,172 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                               SEPTEMBER 28, 2003


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              September 28, 2003 and March 31, 2003                            2

           Condensed consolidated statements of operations and
              accumulated deficit - Three months and six months
              ended September 28, 2003 and September 29, 2002                  3

           Condensed consolidated statements of cash flows - Six
              months ended September 28, 2003 and September 29, 2002           4

           Condensed consolidated statements of comprehensive
              income - Three months and six months ended
              September 28, 2003 and September 29, 2002                        5

           Notes to condensed consolidated financial statements -
              September 28, 2003                                               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         18

Item 4.    Disclosure Controls and Procedures                                 18

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                          19

Item 2.    Changes in Securities - none.                                      19

Item 3.    Defaults upon Senior Securities - none.                            19

Item 4.    Submission of Matters to a Vote of Security Holders                19

Item 5.    Other Information - none.                                          19

Item 6.    Exhibits and Reports on Form 8-K                                   19







                                     - 1 -

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                                       COLUMBUS MCKINNON CORPORATION
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                                (UNAUDITED)
                                                                               SEPTEMBER 28,        MARCH 31,
                                                                                   2003               2003
                                                                                ----------         ----------
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>                <C>
      Cash and cash equivalents                                                 $   13,170         $    1,943
      Trade accounts receivable                                                     75,519             79,335
      Unbilled revenues                                                              9,748              8,861
      Inventories                                                                   73,387             78,613
      Net assets held for sale                                                       2,884              1,800
      Prepaid expenses                                                              13,448             10,819
                                                                                ----------         ----------
Total current assets                                                               188,156            181,371
Property, plant, and equipment, net                                                 63,639             67,295
Goodwill and other intangibles, net                                                193,774            195,129
Marketable securities                                                               24,035             21,898
Deferred taxes on income                                                            14,619             15,245
Other assets                                                                         5,007              1,668
                                                                                ----------         ----------
Total assets                                                                    $  489,230         $  482,606
                                                                                ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    6,091         $    2,245
      Trade accounts payable                                                        26,028             28,654
      Accrued liabilities                                                           56,180             36,540
      Restructuring reserve                                                          1,490              2,331
      Current portion of long-term debt                                              4,822              4,981
                                                                                ----------         ----------
Total current liabilities                                                           94,611             74,751
Senior bank debt, less current portion                                              10,623            109,355
Senior secured debt                                                                117,980                  -
Subordinated debt                                                                  164,109            199,734
Other non-current liabilities                                                       41,916             46,059
                                                                                ----------         ----------
Total liabilities                                                                  429,239            429,899
                                                                                ----------         ----------
Shareholders' equity
      Common stock                                                                     149                149
      Additional paid-in capital                                                   104,170            104,412
      Accumulated deficit                                                          (24,548)           (26,547)
      ESOP debt guarantee                                                           (5,415)            (5,709)
      Unearned restricted stock                                                       (208)              (208)
      Accumulated other comprehensive loss                                         (14,157)           (19,390)
                                                                                ----------         ----------
Total shareholders' equity                                                          59,991             52,707
                                                                                ----------         ----------
Total liabilities and shareholders' equity                                      $  489,230         $  482,606
                                                                                ==========         ==========

</TABLE>


          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.




                                          - 2 -


<PAGE>




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



                                                       THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                       ------------------                  ----------------
                                                 SEPTEMBER 28,    SEPTEMBER 29,    SEPTEMBER 28,    SEPTEMBER 29,
                                                      2003             2002              2003             2002
                                                      ----             ----              ----             ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)


<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   106,584       $   113,238       $   213,159       $   227,129
Cost of products sold                                  81,517            86,665           162,194           172,926
                                                  -----------       -----------       -----------       -----------
Gross profit                                           25,067            26,573            50,965            54,203
                                                  -----------       -----------       -----------       -----------

Selling expenses                                       11,536            11,662            23,458            22,985
General and administrative expenses                     5,712             6,238            11,479            12,942
Restructuring charges                                     574                 -             1,375                 -
Amortization of intangibles                                78               134               220               263
                                                  -----------       -----------       -----------       -----------
                                                       17,900            18,034            36,532            36,190
                                                  -----------       -----------       -----------       -----------

Income from operations                                  7,167             8,539            14,433            18,013
Interest and debt expense                               5,730             7,207            15,402            14,484
Other (income) and expense, net                        (1,353)             (225)           (4,447)           (3,718)
                                                  ------------      -----------       -----------       -----------
Income from operations before income tax
   expense and cumulative effect of
   accounting change                                    2,790             1,557             3,478             7,247
Income tax expense                                      1,290               542             1,479             2,733
                                                  -----------       -----------       -----------       -----------
Income from operations before cumulative
   effect of accounting change                          1,500             1,015             1,999             4,514
Cumulative effect of accounting change                      -                 -                 -            (8,000)
                                                  -----------       -----------       -----------       -----------
Net income (loss)                                       1,500             1,015             1,999            (3,486)
Accumulated deficit - beginning of period             (26,048)          (17,037)          (26,547)          (12,536)
                                                  -----------       -----------       -----------       -----------
Accumulated deficit - end of period               $   (24,548)      $   (16,022)      $   (24,548)      $   (16,022)
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted:
   Income from operations before cumulative
     effect of accounting change                  $      0.10       $      0.07       $      0.14       $      0.31
   Cumulative effect of accounting change                   -                 -                 -             (0.55)
                                                  -----------       -----------       -----------       -----------
   Net income (loss)                              $      0.10       $      0.07       $      0.14       $     (0.24)
                                                  ============      ===========       ===========       ===========

</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
                                                                                      ----------------
                                                                               SEPTEMBER 28,     SEPTEMBER 29,
                                                                                   2003              2002
                                                                                ----------        ----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
Income from operations before cumulative effect
<S>                                                                             <C>               <C>
   of accounting change                                                         $    1,999        $    4,514
Adjustments to reconcile income from operations to net
   cash provided by operating activities:
     Depreciation and amortization                                                   5,375             5,702
     Deferred income taxes                                                             626              (937)
     Gain on sale of real estate/investments                                        (3,282)           (2,757)
     Other                                                                             192             1,237
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                           4,255             2,005
           Inventories                                                               6,863               150
           Prepaid expenses                                                         (1,596)           (1,323)
           Other assets                                                               (241)               26
           Trade accounts payable                                                   (3,469)           (7,232)
           Accrued and non-current liabilities                                      13,843              (730)
                                                                                ----------        ----------
Net cash provided by operating activities                                           24,565               655
                                                                                ----------        ----------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                                                (811)            1,184
Capital expenditures                                                                (2,094)           (2,270)
Proceeds from sale of businesses                                                         -            15,950
Net assets held for sale                                                             3,282             1,879
                                                                                ----------        ----------
Net cash provided by investing activities                                              377            16,743
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit agreements                              (1,090)          (23,366)
Repayment of debt                                                                 (124,206)           (1,531)
Proceeds from issuance of long-term debt                                           115,000                 -
Deferred financing costs incurred                                                   (4,011)           (1,666)
Other                                                                                  294               281
                                                                                ----------        ----------
Net cash used in financing activities                                              (14,013)          (26,282)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                298              (177)
                                                                                ----------        ----------
Net cash provided by (used in) continuing operations                                11,227            (9,061)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                                             -               504
                                                                                ----------        ----------
Net change in cash and cash equivalents                                             11,227            (8,557)
Cash and cash equivalents at beginning of period                                     1,943            13,068
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $   13,170        $    4,511
                                                                                ==========        ==========
</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
                                                          ------------------                 ----------------
                                                     SEPTEMBER 28,    SEPTEMBER 29,    SEPTEMBER 28,    SEPTEMBER 29,
                                                         2003             2002             2003             2002
                                                         ----             ----             ----             ----
                                                                              (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>              <C>
Net income                                            $    1,500       $    1,015       $    1,999       $   (3,486)
                                                      ----------       ----------       ----------       ----------
Other comprehensive income (loss), net of tax:
   Foreign currency translation adjustments                  606           (1,516)           3,716            4,107
   Unrealized gain (loss) on derivatives
     qualifying as hedges                                      -               33              191              (97)
   Unrealized (loss) gain on investments:
     Unrealized holding (losses) gains arising
       during the period                                     158           (1,596)           1,435           (2,585)
     Reclassification adjustment for
       (gains) losses included in net income                (323)             229             (109)          (1,805)
                                                      ----------       ----------       -----------      ----------
                                                            (165)          (1,367)           1,326           (4,390)
                                                      ----------       ----------       ----------       ----------
Total other comprehensive income (loss)                      441           (2,850)           5,233             (380)
                                                      ----------       ----------       ----------       ----------
Comprehensive income (loss)                           $    1,941       $   (1,835)      $    7,232       $   (3,866)
                                                      ==========       ==========       ==========       ==========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



















                                          - 5 -


<PAGE>

                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (TABULAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                               SEPTEMBER 28, 2003

1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company) at September  28, 2003,  and the results of its
     operations  and its cash flows for the three and  six-month  periods  ended
     September 28, 2003 and September 29, 2002, have been included.  Results for
     the period ended September 28, 2003 are not  necessarily  indicative of the
     results that may be expected for the year ended March 31, 2004. The balance
     sheet  at  March  31,  2003 has been  derived  from the  audited  financial
     statements at that date,  but does not include all of the  information  and
     footnotes required by 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, 2003.

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

2.   The  Company  has two stock  option-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  option-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
                                                ---------------------------------------------------------------
                                                SEPTEMBER 28,    SEPTEMBER 29,    SEPTEMBER 28,    SEPTEMBER 29,
                                                    2003             2002             2003             2002
                                                ---------------------------------------------------------------
<S>                                             <C>              <C>              <C>              <C>
   Net income (loss), as reported.............. $      1,500     $      1,015     $      1,999     $     (3,486)
     Deduct: Total stock based employee
      compensation expense determined under
      fair value based method for all awards,
      net of related tax effects                        (121)            (255)            (262)            (510)
                                                ---------------------------------------------------------------
     Net income (loss), pro forma.............. $      1,379     $        760     $      1,737     $     (3,996)
                                                ===============================================================

  Basic and diluted income (loss) per share:
     As reported............................... $       0.10     $       0.07     $       0.14     $      (0.24)
                                                ===============================================================
     Pro forma................................. $       0.09     $       0.05     $       0.12     $      (0.28)
                                                ===============================================================
</TABLE>


                                     - 6 -

<PAGE>


3.   Inventories consisted of the following:
                                                SEPTEMBER 28,       MARCH 31,
                                                    2003              2003
                                                 ----------        ----------
     At cost - FIFO basis:
          Raw materials....................      $   37,746        $   42,707
          Work-in-process..................          11,646            10,361
          Finished goods...................          31,701            33,072
                                                 ----------        ----------
                                                     81,093            86,140
     LIFO cost less than FIFO cost.........          (7,706)           (7,527)
                                                 ----------        ----------
     Net inventories   ....................      $   73,387        $   78,613
                                                 ==========        ==========

     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.   On November 21, 2002, the Company refinanced its credit facilities. The new
     arrangement  consisted of a Revolving Credit  Facility,  a Term Loan, and a
     Senior Second Secured Term Loan.  The Revolving  Credit  Facility  provides
     availability  up to a maximum of $57 million.  At September 28, 2003,  $5.0
     million was outstanding for borrowings and the unused portion totaled $27.4
     million.  Interest is payable at varying Eurodollar rates based on LIBOR or
     prime plus a spread determined by the Company's leverage ratio amounting to
     275 (LIBOR) or 150 (prime)  basis  points,  respectively,  at September 28,
     2003. The Revolving Credit Facility is secured by all domestic and Canadian
     inventory, receivables, equipment, real property, subsidiary stock (limited
     to 65% for foreign subsidiaries) and intellectual property.

     At September 28,  2003,  the Term Loan has a balance of $9,500 and requires
     quarterly  payments of $1,179,  which would  result in repayment in full on
     October 1, 2005.  Interest is payable at varying  Eurodollar rates based on
     LIBOR or prime plus a spread  determined  by the Company's  leverage  ratio
     amounting to 325 (LIBOR) or 200 (prime) basis points at September 28, 2003.
     The Term Loan is secured by all domestic inventory, receivables, equipment,
     real property,  subsidiary stock (limited to 65% for foreign  subsidiaries)
     and intellectual property.

     On July 22, 2003,  the Company  issued $115  million of 10% Senior  Secured
     Notes (10% Notes) due August 1, 2010. Proceeds from this offering were used
     for the  repayment  in full of the Senior  Second  Secured Term Loan ($66.8
     million), the repurchase of $35.7 million of Senior Subordinated Notes at a
     discount  ($30.1  million),  the repayment of a portion of the  outstanding
     Revolving  Credit Facility ($10.0  million),  the repayment of a portion of
     the Term  Loan  ($3.9  million),  the  payment  of  financing  costs  ($2.8
     million), and the payment of accrued interest ($1.4 million).

     The Senior Second  Secured Term loan was repaid in its entirety on July 22,
     2003. As a result of the repayment occurring prior to the first anniversary
     of the loan, $1.1 million of accrued  interest  expense was reversed in the
     second  quarter of fiscal 2004 and is  reflected as a reduction of interest
     expense.

     The  redemption  of the 8 1/2%  Senior  Subordinated  Notes  occurred  at a
     discount  resulting  in a pre-tax gain on early  extinguishment  of debt of
     $5.6 million.  As a result of the  repayment of the Senior  Second  Secured
     Term Loan and a portion  of the Term  Loan and 8 1/2%  Senior  Subordinated
     Notes, $4.9 million of pre-tax deferred financing costs were written-off in
     the second  quarter of fiscal  2004.  The net effect of these two items,  a
     $0.7 pre-tax  million gain, is shown as part of other (income) and expense,
     net.

     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.



                                     - 7 -

<PAGE>

     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.  In June  2001,  the  Company  entered  into an  interest  rate swap
     agreement  to  effectively  convert  $40 million of  variable-rate  debt to
     fixed-rate  debt,  which  matured  in June  2003.  This cash flow hedge was
     considered  effective  and the gain or loss on the change in fair value was
     reported in other comprehensive income, net of tax.

     Effective  August 4, 2003,  the Company  entered into an interest rate swap
     agreement to effectively  convert $93.5 million of fixed-rate debt (10%) to
     variable-rate  debt (LIBOR plus 578.2 basis points) through August 2008 and
     $57.5 million from August 2008 through  August 2010.  This fair value hedge
     is  considered  effective  and the  change in fair value is  recognized  in
     income as a gain or loss. In addition,  the change in the fair value of the
     hedged  item,  the 10% Notes,  is also  recognized  in income as an exactly
     offsetting  gain  or loss  resulting  in no  impact  on net  income.  As of
     September 28, 2003, the fair value hedge resulted in the  recognition of an
     asset of $3.0 million and a  corresponding  increase in the recorded amount
     of the 10% Notes of $3.0 million.


5.   Upon the  adoption  of SFAS No.  142,  the  Company  recorded  a  one-time,
     non-cash  charge of $8,000,000 to reduce the carrying value of its goodwill
     as of April 1, 2002.  Such charge is reflected as a cumulative  effect of a
     change in accounting principle in the accompanying  consolidated  statement
     of  operations.  The  impairment  charge was  related  to the  Cranebuilder
     reporting unit in the Products  segment and the Univeyor  reporting unit in
     the Solutions segment. In relation to the initial adoption of SFAS No. 142,
     goodwill  was  allocated  among the  reporting  units so that  goodwill was
     allocated to the units that  benefited from the  acquisitions.  The Company
     will  record any future  impairment  charges as a  component  of  operating
     income.


6.   During the  second  quarter  of fiscal  2004,  the  Company  continued  the
     implementation  of  its  Corporate-wide  reorganization  plan.  During  the
     quarter,  the Company recorded  restructuring costs of $0.6 million related
     to various  employee  termination  benefits.  These costs were evenly split
     between the Products and Solutions  segments and approximately 15 employees
     were terminated at a foreign facility. As of September 28, 2003, all of the
     terminations had occurred and the liability  consists of severance payments
     and costs  associated with the preparation and maintenance of non-operating
     facilities  prior to disposal which  were accrued prior  to the adoption of
     SFAS No.  146  "Accounting  for  Costs  Associated  with  Exit or  Disposal
     Activities".  Currently,  we anticipate that our restructuring  charges for
     the  remainder of fiscal 2004 related to these plans to be between $0.2 and
     $0.5 million.  The Company has several  facilities being completely  closed
     and prepared for disposal,  of which one was sold during the second quarter
     of fiscal 2004,  one is expected to be disposed of in the fourth quarter of
     fiscal 2004, and two others in the second half of Fiscal 2005.

     The following table provides a  reconciliation  of the activity  related to
     restructuring  reserves,  segregated  by year and  between  employee  costs
     ("employee") and facility closure related costs ("facility"):


<TABLE>
<CAPTION>
                                      FISCAL 2002           FISCAL 2003             FISCAL 2004
                                      -----------           -----------             -----------
                                       FACILITY       EMPLOYEE        FACILITY        EMPLOYEE          TOTAL
                                      ------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>
   Reserve at March 31, 2003          $    360        $    922        $  1,049        $      -        $  2,331
   Fiscal 2004 first quarter
      restructuring charges........          -              41              97             663             801
   Cash payments...................        (33)           (416)           (345)           (277)         (1,071)
                                      ------------------------------------------------------------------------
   Reserve at June 29, 2003........        327             547             801             386           2,061
                                      ------------------------------------------------------------------------
   Fiscal 2004 second quarter
      restructuring charges........          -              43               8             523             574
   Cash payments...................        (44)           (293)           (109)           (699)         (1,145)
                                      ------------------------------------------------------------------------
   Reserve at September 28, 2003      $    283        $    297        $    700        $    210        $  1,490
                                      ========================================================================
</TABLE>




                                     - 8 -

<PAGE>


7.   Income tax expense as a percentage  of income before income tax expense was
     46.2%,  34.8%,  42.5% and 37.7% in the fiscal  2004 and 2003  quarters  and
     six-month  periods  ended  September  28,  2003  and  September  29,  2002,
     respectively.  The  percentages  vary from the U.S.  statutory  rate due to
     jurisdictional mix and the existence of losses at certain  subsidiaries for
     which no benefit has been recorded.


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

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                             ------------------                 ----------------
                                                        SEPTEMBER 28,    SEPTEMBER 29,    SEPTEMBER 28,    SEPTEMBER 29,
                                                            2003             2002             2003             2002
                                                            ----             ----             ----             ----
     Numerator for basic and diluted earnings per share:
<S>                                                      <C>              <C>              <C>              <C>
       Net income (loss)                                 $   1,500        $   1,015        $   1,999        $  (3,486)
                                                         =========        =========        =========        =========
     Denominators:
       Weighted-average common stock outstanding -
           denominator for basic EPS                        14,549           14,487           14,544           14,483

       Effect of dilutive employee stock options                 -                -                -                -
                                                         ---------        ---------        ---------        ---------
       Adjusted weighted-average common stock
          outstanding and assumed conversions -
          denominator for diluted EPS                       14,549           14,487           14,544           14,483
                                                         =========        =========        =========        =========
</TABLE>


9.   As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic  business  units that offer  products with different
     characteristics.   The  most  defining  characteristic  is  the  extent  of
     customized  engineering  required on a per-order  basis.  In addition,  the
     segments  serve  different  customer  bases  through  differing  methods of
     distribution.  The  Company  has  two  reportable  segments:  Products  and
     Solutions.  The Company's  Products  segment sells hoists,  cranes,  chain,
     forged  attachments,  and other material handling  products  principally to
     third party distributors  through diverse distribution  channels,  and to a
     lesser extent directly to manufacturers and other end-users.  The Solutions
     segment  sells  engineered  material  handling  systems such as  conveyors,
     manipulators,  and lift  tables  primarily  to  end-users  in the  consumer
     products,  manufacturing,  warehousing, and, to a lesser extent, the steel,
     construction,  automotive, and other industrial markets. 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.


                                     - 9 -


<PAGE>


     Segment  information as of and for the six months ended  September 28, 2003
     and September 29, 2002, is as follows:

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED SEPTEMBER 28, 2003
                                                                              -----------------------------------
                                                                        PRODUCTS           SOLUTIONS            TOTAL
                                                                       -----------        -----------        -----------
<S>                                                                    <C>                <C>                <C>
     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


                                                                              SIX MONTHS ENDED SEPTEMBER 29, 2002
                                                                              -----------------------------------
                                                                        PRODUCTS           SOLUTIONS            TOTAL
                                                                       -----------        -----------        -----------
     Sales to external customers......................                 $   194,818        $    32,311        $   227,129
     Operating income before restructuring
        charges and amortization......................                      17,351                925             18,276
     Depreciation and amortization....................                       5,190                512              5,702
     Total assets.....................................                     450,517             36,595            487,112

</TABLE>

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

<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                       ----------------
                                                                              SEPTEMBER 28,          SEPTEMBER 29,
                                                                                  2003                   2002
                                                                                  ----                   ----
          Operating income before restructuring
<S>                                                                           <C>                    <C>
             charges and amortization...................................      $    16,028            $    18,276
          Restructuring charges.........................................           (1,375)                     -
          Amortization of intangibles...................................             (220)                  (263)
          Interest and debt expense.....................................          (15,402)               (14,484)
          Other income and (expense), net...............................            4,447                  3,718
                                                                              -----------            -----------
          Income from operations before income tax expense
             and cumulative effect of accounting change.................      $     3,478            $     7,247
                                                                              ===========            ===========
</TABLE>


                                     - 10 -


<PAGE>


10.  The  summary   financial   information   of  the  parent,   guarantors  and
     nonguarantors of the 8.5% senior  subordinated notes and 10% senior secured
     notes is as follows:

<TABLE>
<CAPTION>

                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
AS OF SEPTEMBER 28, 2003
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 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
                                                   ===================================================================




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
                                                   ===================================================================


                                     - 11 -

<PAGE>


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


AS OF SEPTEMBER 29,  2002
Current assets:
 Cash and cash equivalents                         $    1,272    $   (1,377)   $    4,616    $        -    $    4,511
 Trade accounts receivable and unbilled revenues       58,169         3,603        22,774             -        84,546
 Inventories                                           42,110        21,066        28,897          (972)       91,101
 Net assets held for sale                               2,300           111             -             -         2,411
 Other current assets                                   7,675        (1,410)        4,158             -        10,423
                                                   -------------------------------------------------------------------
  Total current assets                                111,526        21,993        60,445          (972)      192,992
 Property, plant, and equipment, net                   33,859        17,263        17,155             -        68,277
 Goodwill and other intangibles, net                   28,566       121,048        44,873             -       194,487
 Intercompany                                         257,103      (269,575)      (58,645)       71,117             -
 Other assets                                          52,913       159,483        20,768      (201,808)       31,356
                                                   -------------------------------------------------------------------
  Total assets                                     $  483,967    $   50,212    $   84,596    $ (131,663)   $  487,112
                                                   ===================================================================


Current liabilities                                $  165,573    $    1,492    $   23,828    $   (3,798)   $  187,095
 Long-term debt, less current portion                 199,707             -           811             -       200,518
 Other non-current liabilities                         (3,621)       11,233        23,815             -        31,427
                                                   -------------------------------------------------------------------
  Total liabilities                                   361,659        12,725        48,454        (3,798)      419,040

Shareholders' equity                                  122,308        37,487        36,142      (127,865)       68,072
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  483,967    $   50,212    $   84,596    $ (131,663)   $  487,112
                                                   ===================================================================


                                     - 12 -


<PAGE>


                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2002
Net sales                                          $  117,398    $   62,585    $   56,332    $   (9,186)   $  227,129
Cost of products sold                                  88,080        51,143        42,866        (9,163)      172,926
                                                   -------------------------------------------------------------------
Gross profit                                           29,318        11,442        13,466           (23)       54,203
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses           18,465         6,125        11,337             -        35,927
Amortization of intangibles                               117             2           144             -           263
                                                   -------------------------------------------------------------------
                                                       18,582         6,127        11,481             -        36,190
                                                   -------------------------------------------------------------------
Income from operations                                 10,736         5,315         1,985           (23)       18,013
Interest and debt expense                              14,179            76           229             -        14,484
Other (income) and expense, net                          (257)         (116)       (3,345)            -         3,718
                                                   -------------------------------------------------------------------
(Loss) income before income tax
     (benefit) expense                                 (3,186)        5,355         5,101           (23)        7,247
Income tax (benefit) expense                              (92)        2,160           674            (9)        2,733
                                                   -------------------------------------------------------------------
Net (loss) income before cumulative effect of
     accounting change                                 (3,094)        3,195         4,427           (14)        4,514
Cumulative effect of change in
     accounting principle                                   -        (1,930)       (6,070)            -        (8,000)
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (3,094)   $    1,265    $   (1,643)   $      (14)   $   (3,486)
                                                   ===================================================================


FOR THE SIX MONTHS ENDED SEPTEMBER 29, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $    8,111    $   (6,090)   $   (1,366)   $        -    $      655
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -         1,184             -         1,184
Capital expenditures                                   (1,001)         (372)         (897)            -        (2,270)
Proceeds from sale of business                              -        15,950             -             -        15,950
Other                                                       -         1,879             -             -         1,879
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (1,001)       17,457           287             -        16,743
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
  line-of-credit agreements                           (12,049)      (11,551)          234             -       (23,366)
Repayment of debt                                        (432)            -        (1,099)            -        (1,531)
Other                                                  (1,385)            -             -             -        (1,385)
                                                   -------------------------------------------------------------------
Net cash used in financing activities                 (13,866)      (11,551)         (865)            -       (26,282)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                     4             4          (185)            -          (177)
                                                   -------------------------------------------------------------------
Net cash used in continuing operations                 (6,752)         (180)       (2,129)            -        (9,061)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                -           504             -             -           504
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                (6,752)          324        (2,129)            -        (8,557)
Cash and cash equivalents at beginning of period        8,024        (1,701)        6,745             -        13,068
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    1,272     $  (1,377)    $   4,616    $        -    $    4,511
                                                   ===================================================================
</TABLE>

                                     - 13 -

<PAGE>


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

The Company is a leading U.S.  designer and  manufacturer  of material  handling
products,  systems and services which efficiently and ergonomically  move, lift,
position or secure  material.  Key products  include hoists,  cranes,  chain and
forged   attachments.   The  Company's  material  handling  Products  are  sold,
domestically  and  internationally,  principally  to  third  party  distributors
through  diverse  distribution  channels,  and to a lesser  extent  directly  to
manufacturers  and  other  end-users.   Distribution  channels  include  general
distributors,   specialty  distributors,  crane  end  users,  service-after-sale
distributors,  original equipment manufacturers (OEMs), government, consumer and
international.  The Company's  integrated material handling Solutions businesses
primarily deal directly with end-users and sales are concentrated,  domestically
and internationally (primarily Europe), in the consumer products, manufacturing,
warehousing and, to a lesser extent, the steel,  construction,  automotive,  and
other industrial markets.


RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 28, 2003 AND SEPTEMBER 29, 2002
Net sales in the fiscal 2004 quarter ended  September 28, 2003 were $106,584,  a
decrease  of $6,654 or 5.9% from the fiscal 2003  quarter  ended  September  29,
2002.  Net sales for the six months ended  September 28, 2003 were  $213,159,  a
decrease of $13,970 or 6.2% from the six months ended September 29, 2002.  Sales
in the Products  segment  decreased  by $2,393 or 2.5% from the previous  year's
quarter and $8,290 or 4.3% from the previous year's six-month period then ended.
This  is  primarily  due  to  continued   softness  in  all  industrial  markets
(particularly   domestically),   offset  by  $2.4   million  and  $5.1   million
attributable  to translation of foreign  currencies,  particularly  the Euro and
Canadian  dollar,  into U.S.  dollars for the quarter and six-month period ended
September 28, 2003, respectively. Sales in the Solutions segment decreased 26.2%
or $4,261 for the quarter and 17.6% or $5,680 for the six months ended September
28, 2003 when  compared to the same periods in the prior year.  The decreases in
this  segment are  primarily  due to continued  softness in domestic  industrial
markets and the  divestiture of a subsidiary on March 31, 2003 ($1.7 million for
the quarter and $3.4 million for the six-month  period ended September 28, 2003,
respectively),   offset  by  an  increase  of  $0.8  million  and  $2.3  million
attributable  to translation  of the Euro into U.S.  dollars for the quarter and
six-month period ended September 28, 2003, respectively. Sales in the individual
segments were as follows:

<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED                              SIX MONTHS ENDED
                                 ------------------                              ----------------
                       SEP. 28,    SEP. 29,           CHANGE          SEP.  28,   SEP. 29,          CHANGE
                         2003        2002       AMOUNT       %          2003        2002      AMOUNT       %
                         ----        ----       ------       -          ----        ----      ------       -
<S>                   <C>         <C>         <C>         <C>        <C>         <C>         <C>        <C>
Products              $  94,571   $  96,964   $  (2,393)   (2.5)     $ 186,528   $ 194,818   $ (8,290)   (4.3)
Solutions                12,013      16,274      (4,261)  (26.2)        26,631      32,311     (5,680)  (17.6)
                      ---------   ---------   ---------              ---------   ---------   --------
Net sales             $ 106,584   $ 113,238   $  (6,654)   (5.9)     $ 213,159   $ 227,129   $(13,970)   (6.2)
                      =========   =========   =========              =========   =========   ========
</TABLE>


The Company's gross profit margins were 23.5%,  23.5%,  23.9%, and 23.9% for the
fiscal 2004 and 2003 quarters and the six-month periods ended September 28, 2003
and  September  29, 2002,  respectively.  Gross  profit  margins in the Products
segment were 25.0%,  24.9%,  25.4%,  25.2% for the fiscal 2004 and 2003 quarters
and the  six-month  periods  ended  September  28, 2003 and  September 29, 2002,
respectively.  The  maintenance of gross profit margins in the Products  segment
despite lower sales volume is the result of cost containment  activities.  Gross
profit margins in the Solutions segment were 11.8%,  15.0%, 13.5%, 15.8% for the
fiscal 2004 and 2003 quarters and the six-month periods ended September 28, 2003
and September 29, 2002,  respectively.  The decrease in the gross profit margins
for the  Solutions  segment  is the  result  of a shift in sales  mix to  larger
integrated  solutions projects which typically carry lower gross profit margins,
pricing  pressure,  and  the  impact  of a  divestiture  of a  relatively  small
subsidiary on March 31, 2003.

                                     - 14 -

<PAGE>


Selling expenses were $11,536,  $11,662, $23,458, and $22,985 in the fiscal 2004
and 2003  quarters  and the  six-month  periods  then ended,  respectively.  The
changes in expense dollars were impacted by translation  from changes in foreign
exchange  rates  ($0.5  million and $1.0  million for the quarter and  six-month
period ended  September  28,  2003,  respectively),  offset by cost  containment
activities.  As a percentage of consolidated  net sales,  selling  expenses were
10.8%,  10.3%,  11.0%,  and 10.1% in the fiscal 2004 and 2003  quarters  and the
six-month  periods  then ended,  respectively.  The increase in  percentages  in
fiscal  2004 is the  result of the fixed  nature of selling  expense,  including
investments in new markets, relative to a decrease in sales volume.

General and administrative expenses were $5,712, $6,238, $11,479, and $12,942 in
the  fiscal  2004  and 2003  quarters  and the  six-month  periods  then  ended,
respectively.   As  a  percentage  of  consolidated   net  sales,   general  and
administrative  expenses were 5.4%,  5.5%,  5.4% and 5.7% in the fiscal 2004 and
2003 quarters and the six-month periods then ended,  respectively.  The decrease
in the current quarter is the result of general cost  containment.  The decrease
in the  six-month  period  expenses are the result of having no bonus expense in
the current year compared to the prior year ($0.4 million), the divestiture of a
subsidiary on March 31, 2003 ($0.5 million) and general cost containment.

During  the  second   quarter  of  fiscal  2004,   the  Company   continued  the
implementation of its  Corporate-wide  reorganization  plan. During the quarter,
the Company  recorded  restructuring  costs of $0.6  million  related to various
employee  termination  benefits.  These  costs were  evenly  split  between  the
Products and Solutions  segments and  approximately 15 employees were terminated
at a foreign  facility.  As of September 28, 2003, all of the  terminations  had
occurred and the outstanding  liability consists of severance payments and costs
associated with the preparation and maintenance of facilities  prior to disposal
which were accrued prior to the adoption of SFAS No. 146  "Accounting  for Costs
Associated   with  Exit  or  Disposal   Activities".   We  anticipate  that  our
restructuring charges for the remainder of fiscal 2004 related to these plans to
be between  $0.2 and $0.5  million.  The company has  several  facilities  being
completely  closed and prepared for  disposal,  of which one was sold during the
second  quarter of fiscal 2004,  one is expected to be disposed of in the fourth
quarter of fiscal 2004, and two others in the second half of Fiscal 2005.

Amortization of intangibles was $78, $134, $220, and $263 in the fiscal 2004 and
2003 quarters and the six-month periods then ended, respectively.

Interest and debt expense was $5,730, $7,207, $15,402, and $14,484 in the fiscal
2004 and 2003 quarters and the six-month periods then ended,  respectively.  The
Company renegotiated its credit facility in November of 2002, a portion of which
was subsequently replaced by the July 2003 bond offering. Part of the new credit
facility has a higher  effective  interest rate than the Company's  pre-November
2002 credit  facility.  The fiscal 2004 quarterly  decrease is the result of the
reversal of previously  accrued  deferred  interest  expense ($1.1  million) and
lower debt levels,  offset by the impact of a higher average effective  interest
rate.  The higher  average  effective  interest  rate for fiscal  2004 caused an
increase in interest  expense for the six-month  period ended September 28, 2003
in comparison to the prior year, despite decreasing debt levels. As a percentage
of consolidated  net sales,  interest and debt expense was 5.4%, 6.4%, 7.2%, and
6.4% in the fiscal 2004 and 2003 quarters and the six-month  periods then ended,
respectively.

Other (income) and expense, net was $(1,353),  $(225), $(4,447), and $(3,718) in
the  fiscal  2004  and 2003  quarters  and the  six-month  periods  then  ended,
respectively.  The  current  quarter  income  consists  primarily  of a net $0.7
million consisting of a $5.6 million gain from the early  extinguishment of debt
offset by the $4.9 million  deferred  financing cost write-off  associated  with
extinguished  debt and $0.6 million 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 $3.3 million gain on
the sale of real estate, the net $0.7 million gain from the early extinguishment
of debt described above, and $0.4 million of income from investments  within the
Company's captive insurance  company.  This compares primarily to income of $3.2
million,  specifically  realized  gains,  on  investments  within the  Company's
captive insurance company portfolio for the six-month period ended September 29,
2002.

                                     - 15 -

<PAGE>

Income tax  expense as a  percentage  of income  before  income tax  expense was
46.2%,  34.8%,  42.5%,  and 37.7% in the fiscal 2004 and 2003  quarters  and the
six-month periods then ended, respectively. The percentages for fiscal 2004 vary
from the U.S.  statutory  rate due to  jurisdictional  mix and the  existence of
losses at certain subsidiaries for which no benefit has been recorded.


LIQUIDITY AND CAPITAL RESOURCES

On November 21, 2002,  the Company  refinanced  its credit  facilities.  The new
arrangement  consisted of a Revolving Credit Facility, a Term Loan, and a Senior
Second Secured Term Loan. The Revolving Credit Facility provides availability up
to a maximum of $57 million. At September 28, 2003, $5.0 million was outstanding
for borrowings and the unused portion totaled $27.4 million. Interest is payable
at varying  Eurodollar rates based on LIBOR or prime plus a spread determined by
the  Company's  leverage  ratio  amounting  to 275 (LIBOR) or 150 (prime)  basis
points,  respectively,  at September 28, 2003. The Revolving  Credit Facility is
secured by all domestic and Canadian  inventory,  receivables,  equipment,  real
property,  subsidiary  stock  (limited  to 65%  for  foreign  subsidiaries)  and
intellectual property.

At September 28, 2003, the Term Loan has a balance $9,500 and requires quarterly
payments of $1,179,  which would result in repayment in full on October 1, 2005.
Interest is payable at varying  Eurodollar  rates based on LIBOR or prime plus a
spread  determined by the Company's  leverage ratio  amounting to 325 (LIBOR) or
200 (prime) basis points at September 28, 2003.  The Term Loan is secured by all
domestic  inventory,  receivables,  equipment,  real property,  subsidiary stock
(limited to 65% for foreign subsidiaries) and intellectual property.

On July 22, 2003,  the Company  issued $115 million of 10% Senior  Secured Notes
(10% Notes) due August 1, 2010.  Proceeds  from this  offering were used for the
repayment in full of the Senior Second  Secured Term Loan ($66.8  million),  the
repurchase of $35.7 million of Senior  Subordinated  Notes at a discount  ($30.1
million),  the  repayment  of a  portion  of the  outstanding  Revolving  Credit
Facility  ($10.0  million),  the  repayment  of a portion of the Term Loan ($3.9
million),  the payment of  financing  costs ($2.8  million),  and the payment of
accrued interest ($1.4 million).

The Senior Second Secured Term loan was repaid in its entirety on July 22, 2003.
As a result of the repayment  occurring  prior to the first  anniversary  of the
loan,  $1.1  million of accrued  interest  expense  was  reversed  in the second
quarter of fiscal 2004 and is reflected as a reduction of interest expense.

The  redemption of the 8 1/2% Senior  Subordinated  Notes occurred at a discount
resulting in a pre-tax gain on early  extinguishment of debt of $5.6 million. As
a result of the repayment of the Senior  Second  Secured Term Loan and a portion
of the Term Loan and 8 1/2% Senior  Subordinated  Notes, $4.9 million of pre-tax
deferred  financing costs were written-off in the second quarter of fiscal 2004.
The net effect of these two items, a $0.7 pre-tax million gain, is shown as part
of other (income) and expense, net.

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.  In
June  2001,  the  Company  entered  into an  interest  rate  swap  agreement  to
effectively  convert $40 million of variable-rate debt to fixed-rate debt, which
matured in June 2003. This cash flow hedge was considered effective and the gain
or loss on the change in fair value was reported in other comprehensive  income,
net of tax.



                                     - 16 -

<PAGE>

Effective  August 4,  2003,  the  Company  entered  into an  interest  rate swap
agreement to  effectively  convert  $93.5  million of  fixed-rate  debt (10%) to
variable-rate debt (LIBOR plus 578.2 basis points) through August 2008 and $57.5
million  from  August  2008  through  August  2010.  This  fair  value  hedge is
considered  effective  and the change in fair value is recognized in income as a
gain or loss. In addition,  the change in the fair value of the hedged item, the
10% Notes,  is also  recognized in income as an exactly  offsetting gain or loss
resulting in no impact on net income.  As of September 28, 2003,  the fair value
hedge  resulted  in  the   recognition  of  an  asset  of  $3.0  million  and  a
corresponding increase in the recorded amount of the 10% Notes of $3.0 million.

We believe  that our cash on hand,  cash flows from  operations,  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, including inventory reductions.

Net cash provided by operating  activities  was $24,565 for the six months ended
September 28, 2003 compared to $655 for the six months ended September 29, 2002.
The  difference of $23,910 is due to changes in net working  capital  components
particularly  inventories ($6.7 million) and accrued and non-current liabilities
($14.6 million).

Net cash  provided by  investing  activities  was $377 for the six months  ended
September  28, 2003  compared to $16,743 for the six months ended  September 29,
2002 as a result of the proceeds from the sale of ASI in fiscal 2003.

Net cash used in  financing  activities  was  $14,013  for the six months  ended
September  28, 2003  compared to $26,282 for the six months ended  September 29,
2002.  The $12,269  change is primarily the result of $24.6 million in cash flow
from  operations,  net of the cash  increase of $11.2  million being used to pay
down debt in fiscal 2004 versus $16.0  million of proceeds  from the sale of ASI
and a cash decrease of $8.5 million used to pay down debt in fiscal 2003.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures  for the six months ended September 28, 2003 and September
29, 2002 were $2,094 and $2,270, 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 the periods and because the Company has
generally  been able to pass on rising costs through price  increases.  However,
employee benefit costs such as health insurance, workers compensation insurance,
pensions  as well  as  energy  and  business  insurance  have  exceeded  general
inflation levels. In the future, we may be further affected by inflation that we
may not be able to pass on as price increases.




                                     - 17 -

<PAGE>


SEASONALITY AND QUARTERLY RESULTS

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


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

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



Item 3.    Quantitative and Qualitative Disclosures About Market Risk

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.
Effective  August 4,  2003,  the  Company  entered  into an  interest  rate swap
agreement to  effectively  convert  $93.5  million of  fixed-rate  debt (10%) to
variable-rate debt (LIBOR plus 578.2 basis points) through August 2008 and $57.5
million from August 2008 through  August 2010. As a result of this floating rate
basis,  changes in short-term  interest rates could have a significant impact on
the Company's earnings and funds from operations.

There have been no other material changes in the reported market risks since the
end of Fiscal 2003.



Item 4.    Disclosure Controls and Procedures

As of September 28, 2003, 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 September 28, 2003. There have been
no significant  changes in the Company's  internal  controls or in other factors
that could  significantly  affect internal controls  subsequent to September 28,
2003.

                                     - 18 -

<PAGE>


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Changes in Securities - none.

Item 3.    Defaults upon Senior Securities - none.

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

           On August 18, 2003,  the Annual Meeting of  Shareholders was held and
           the following directors were elected:

                13,093,396 votes cast for:     Herbert P. Ladds, Jr.;
                12,994,414 votes cast for:     Timothy T. Tevens;
                13,106,901 votes cast for:     Robert L. Montgomery, Jr.;
                12,724,403 votes cast for:     Wallace W. Creek;
                12,723,181 votes cast for:     Richard J. Fleming;
                12,706,231 votes cast for:     Carlos Pasqual;
                13,011,519 votes cast for:     Ernest R. Verebelyi.

Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

   (a)     Exhibits:

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

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

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

   (b)     Reports on Form 8-K:

           On August 14, 2003,  the Company  filed a Current  Report on Form 8-K
           with respect to its adoption of an Audit Committee  Policy  regarding
           non-audit fees.

           On October 21, 2003,  the Company filed a Current  Report on Form 8-K
           with  respect to its  financial  results  for the  second  quarter of
           fiscal 2004.




                                     - 19 -


<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 12, 2003                  /S/ ROBERT L. MONTGOMERY, JR.
      ------------------                 -----------------------------------
                                         Robert L. Montgomery, Jr.
                                         Executive Vice President and
                                           Chief Financial Officer (Principal
                                           Financial Officer)


































                                     - 20 -