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 1, 2000

                                       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
      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

The number of shares of common stock outstanding as of October 31, 2000 was:
14,896,172 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS McKINNON CORPORATION
                                 OCTOBER 1, 2000

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

Item 1.   Condensed Consolidated Financial Statements (Unaudited)

          Condensed consolidated balance sheets -
            October 1, 2000 and March 31, 2000                                 2

          Condensed consolidated statements of income and retained earnings -
            Three months and six months ended October 1, 2000
            and October 3, 1999                                                3

          Condensed consolidated statements of cash flows -
            Six months ended October 1, 2000 and October 3, 1999               4

          Condensed consolidated statements of comprehensive income -
            Three months and six months ended October 1, 2000
            and October 3, 1999                                                5

          Notes to condensed consolidated financial statements -
            October 1, 2000                                                    6

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


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 - none.         19

Item 5.   Other Information                                                   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)

                                                       OCTOBER 1,      MARCH 31,
                                                          2000           2000
                                                       ----------     ---------
ASSETS:                                                      (IN THOUSANDS)
Current assets:
<S>                                                     <C>           <C>
      Cash and cash equivalents ....................    $   5,446     $   7,582
      Trade accounts receivable ....................      145,923       143,401
      Unbilled revenues ............................       34,581        24,447
      Inventories ..................................      111,406       108,291
      Net assets held for sale .....................        9,013         9,272
      Prepaid expenses .............................        6,289         6,181
                                                        ---------     ---------
Total current assets ...............................      312,658       299,174
Net property, plant, and equipment .................       88,149        87,297
Goodwill and other intangibles, net ................      330,040       339,603
Marketable securities ..............................       24,272        23,193
Deferred taxes on income ...........................        4,653         4,237
Other assets .......................................        6,460         6,320
                                                        ---------     ---------
Total assets .......................................    $ 766,232     $ 759,824
                                                        =========     =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:

      Notes payable to banks .......................    $   1,738     $   2,677
      Trade accounts payable .......................       36,567        49,621
      Excess billings ..............................        6,493         4,288
      Accrued liabilities ..........................       56,113        51,246
      Current portion of long-term debt ............          811         3,493
                                                        ---------     ---------
Total current liabilities ..........................      101,722       111,325
Senior debt, less current portion ..................      219,149       210,684
Subordinated debt ..................................      199,601       199,574
Other non-current liabilities ......................       36,922        34,788
                                                        ---------     ---------
Total liabilities ..................................      557,394       556,371
                                                        ---------     ---------
Shareholders' equity:
      Common stock .................................          149           149
      Additional paid-in capital ...................      107,080       106,884
      Retained earnings ............................      121,915       113,582
      ESOP debt guarantee ..........................       (8,285)       (8,703)
      Unearned restricted stock ....................       (2,396)       (2,843)
      Total accumulated other comprehensive loss ...       (9,625)       (5,616)
                                                        ---------     ---------
Total shareholders' equity .........................      208,838       203,453
                                                        ---------     ---------
Total liabilities and shareholders' equity .........    $ 766,232     $ 759,824
                                                        =========     =========

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>



                                       - 2 -
<PAGE>
<TABLE>
<CAPTION>


                                              COLUMBUS McKINNON CORPORATION
                            CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                                        (UNAUDITED)

                                                                           THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                        ------------------------   -----------------------
                                                                        OCTOBER 1,    OCTOBER 3,   OCTOBER 1,   OCTOBER 3,
                                                                           2000          1999         2000         1999
                                                                           ----          ----         ----         ----
                                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)



<S>                                                                      <C>          <C>          <C>          <C>
Net sales ............................................................   $ 188,994    $ 182,008    $ 377,372    $ 363,609
Cost of products sold ................................................     144,004      142,276      285,168      276,764
                                                                         ---------    ---------    ---------    ---------
Gross profit .........................................................      44,990       39,732       92,204       86,845
                                                                         ---------    ---------    ---------    ---------

Selling expenses .....................................................      12,332       12,412       24,814       25,170
General and administrative expenses ..................................       9,961       10,912       20,301       20,269
Proxy contest related expenses .......................................           -          835            -          965
Amortization of intangibles ..........................................       4,017        4,000        8,031        8,002
                                                                         ---------    ---------    ---------    ---------
                                                                            26,310       28,159       53,146       54,406
                                                                         ---------    ---------    ---------    ---------

Income from operations ...............................................      18,680       11,573       39,058       32,439
Interest and debt expense ............................................       9,710        8,294       18,991       16,573
Interest and other income ............................................         671          306        1,612          553
                                                                         ---------    ---------    ---------    ---------
Income before income taxes ...........................................       9,641        3,585       21,679       16,419
Income tax expense ...................................................       5,253        3,074       11,345        9,513
                                                                         ---------    ---------    ---------    ---------
Net income ...........................................................       4,388          511       10,334        6,906
Retained earnings - beginning of period ..............................     118,529      105,865      113,582      100,455
Cash dividends of $0.07, $0.07, $0.14 and
   $0.14 per share ...................................................      (1,002)        (993)      (2,001)      (1,978)
                                                                         ---------    ---------    ---------    ---------
Retained earnings - end of period ....................................   $ 121,915    $ 105,383    $ 121,915    $ 105,383
                                                                         =========    =========    =========    =========

Earnings per share data, basic .......................................   $    0.31    $    0.04    $    0.72    $    0.49
                                                                         =========    =========    =========    =========
Earnings per share data, diluted .....................................   $    0.31    $    0.04    $    0.72    $    0.49
                                                                         =========    =========    =========    =========


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>











                                       - 3 -
<PAGE>
<TABLE>
<CAPTION>



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

                                                                            SIX MONTHS ENDED
                                                                            ----------------
                                                                         OCTOBER 1,  OCTOBER 3,
                                                                            2000        1999
                                                                         ---------   ---------
                                                                            (IN THOUSANDS)

OPERATING ACTIVITIES:
<S>                                                                      <C>         <C>
Net income ...........................................................   $ 10,334    $  6,906
Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization ...................................     14,190      14,412
     Deferred income taxes ...........................................       (416)        172
     Other ...........................................................        627         436
     Changes in operating assets and liabilities net of effects
         from businesses purchased:
           Trade accounts receivable .................................     (2,522)      5,954
           Unbilled revenues and excess billings .....................     (7,929)     (4,352)
           Inventories ...............................................     (3,115)      2,949
           Prepaid expenses ..........................................       (108)       (572)
           Other assets ..............................................       (219)        (92)
           Trade accounts payable ....................................    (13,054)      7,008
           Accrued and non-current liabilities .......................      7,645     (13,094)
                                                                         --------    --------
Net cash provided by operating activities ............................      5,433      19,727
                                                                         --------    --------

INVESTING ACTIVITIES:
Purchase of marketable securities, net ...............................     (1,834)       (796)
Capital expenditures .................................................     (7,011)     (5,130)
Purchases of businesses, net of cash .................................          -      (6,410)
Net assets held for sale .............................................        259        (589)
                                                                         --------    --------
Net cash used in investing activities ................................     (8,586)    (12,925)
                                                                         --------    --------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...............................          -           3
Net borrowings under revolving line-of-credit agreements .............      6,761       7,524
Repayment of debt ....................................................     (1,917)       (490)
Dividends paid .......................................................     (2,001)     (1,978)
Reduction of ESOP debt guarantee .....................................        418         418
Other ................................................................          -        (131)
                                                                         --------    --------
Net cash provided by financing activities ............................      3,261       5,346
Effect of exchange rate changes on cash ..............................     (2,244)      1,056
                                                                         --------    --------
Net (decrease) increase in cash and cash equivalents .................     (2,136)     13,204
Cash and cash equivalents at beginning of period .....................      7,582       6,867
                                                                         --------    --------
Cash and cash equivalents at end of period ...........................   $  5,446    $ 20,071
                                                                         ========    ========

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>



                                       - 4 -
<PAGE>
<TABLE>
<CAPTION>



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

                                                                           THREE MONTHS ENDED      SIX MONTHS ENDED
                                                                           ------------------      ----------------
                                                                         OCTOBER 1,  OCTOBER 3,  OCTOBER 1,  OCTOBER 3,
                                                                            2000        1999        2000        1999
                                                                            ----        ----        ----        ----
                                                                                         (IN THOUSANDS)
<S>                                                                      <C>         <C>         <C>         <C>
Net income ...........................................................   $  4,388    $    511    $ 10,334    $  6,906
                                                                         --------    --------    --------    --------
Other comprehensive (loss) income, net of tax:
  Foreign currency translation adjustments ...........................     (3,545)        528      (3,254)      1,043
  Unrealized gains on investments:
    Unrealized holding gains arising during
      the period .....................................................        (45)       (455)        102        (402)
    Less:  reclassification adjustment for gains
      included in net income .........................................       (282)        (64)       (857)        (64)
                                                                         --------    --------    --------    --------
                                                                             (327)       (519)       (755)       (466)
                                                                         --------    --------    --------    --------
Total other comprehensive (loss) income ..............................     (3,872)          9      (4,009)        577
                                                                         --------    --------    --------    --------
Comprehensive income .................................................   $    516    $    520    $  6,325    $  7,483
                                                                         ========    ========    ========    ========


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>




























                                       - 5 -
<PAGE>




                          COLUMBUS McKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 OCTOBER 1, 2000

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 the Company at October
     1, 2000, and the results of its operations and its cash flows for the three
     and six month periods ended October 1, 2000 and October 3, 1999,  have been
     included.  Results for the period ended October 1, 2000 are not necessarily
     indicative of the results that may be expected for the year ended March 31,
     2001.  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, 2000.

     Columbus  McKinnon  Corporation  (the  Company) is a  broad-line  designer,
     manufacturer and supplier of sophisticated  material handling products that
     are widely  distributed to  industrial,  automotive,  and consumer  markets
     worldwide;  integrated  material  handling  solutions  for  the  automotive
     markets; and integrated material handling solutions for industrial markets.
     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
     automotive   business   primarily  deals  with  end  users  and  sales  are
     concentrated domestically and internationally (primarily North America), in
     the  automotive  industry.   The  Company's  integrated  material  handling
     solutions  industrial  businesses  also 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.   Inventories consisted of the following:
                                              OCTOBER 1,         MARCH 31,
                                                2000               2000
                                             -----------        -----------
                                                     (IN THOUSANDS)
     At cost - FIFO basis:

        Raw materials                        $    62,803        $    57,198
        Work-in-process                           19,082             20,240
        Finished goods                            37,164             38,329
                                             -----------        -----------
                                                 119,049            115,767
     LIFO cost less than FIFO cost                (7,643)            (7,476)
                                             -----------        -----------
                                             $   111,406        $   108,291
                                             ===========        ===========

     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.






                                       - 6 -
<PAGE>


3.   Property,  plant,  and equipment is net of $59,046,000  and  $52,887,000 of
     accumulated   depreciation   at  October  1,  2000  and  March  31,   2000,
     respectively.

4.   Goodwill and other intangibles, net includes $54,287,000 and $46,256,000 of
     accumulated   amortization   at  October  1,  2000  and  March  31,   2000,
     respectively.

5.   General and Product  Liability - The accrued general and product  liability
     costs,  which  are  included  in  other  non-current  liabilities,  are the
     actuarial  present  value  of  estimated   expenditures  based  on  amounts
     determined  from loss reports and individual  cases filed with the Company,
     and an  amount,  based on past  experience,  for  losses  incurred  but not
     reported.  The accrual in these condensed consolidated financial statements
     was  determined  by  applying a discount  factor  based on  interest  rates
     customarily used in the insurance industry.

6.   The carrying amount of the Company's senior debt  instruments  approximates
     the fair values.  The Company's  subordinated  debt has an approximate fair
     market value of  $168,000,000,  which is less than its  carrying  amount of
     $199,601,000.

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


                                                      THREE MONTHS ENDED    SIX MONTHS ENDED
                                                      ------------------    ----------------
                                                     OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3,
                                                        2000       1999       2000       1999
                                                        ----       ----       ----       ----
                                                                   (IN THOUSANDS)

     Numerator for basic and diluted earnings per
      share:

<S>                                                   <C>        <C>        <C>        <C>
      Net income ..................................   $ 4,388    $   511    $10,334    $ 6,906
                                                      =======    =======    =======    =======

     Denominators:
      Weighted-average common stock outstanding -
       denominator for basic EPS ..................    14,308     14,153     14,298     14,060

      Effect of dilutive employee stock options ...         -         75          -        150
                                                      -------    -------    -------    -------

      Adjusted weighted-average common stock
       outstanding and assumed conversions -
       denominator for diluted EPS ................    14,308     14,228     14,298     14,210
                                                      =======    =======    =======    =======
</TABLE>


8.   Income tax expense for the  three-month  periods  ended October 1, 2000 and
     October 3, 1999 and also for the six month  periods then ended  exceeds the
     customary  relationship between income tax expense and income before income
     taxes  due  to  nondeductible   amortization  of  goodwill  of  $3,097,000,
     $3,076,000, $6,171,000, and $6,152,000, respectively.






                                       - 7 -
<PAGE>

9.   On April 29, 1999,  the Company  acquired all of the  outstanding  stock of
     Washington Equipment Company ("WECO"), a regional manufacturer and servicer
     of overhead cranes. The total cost of the acquisition,  which was accounted
     for as a purchase,  was approximately $6.4 million of cash and was financed
     by proceeds from the Company's revolving debt facility.

10.  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 three reportable segments: material handling
     products,  material handling solutions - industrial,  and material handling
     solutions - automotive.  The Company's  material  handling products segment
     sells hoists,  industrial cranes,  chain,  attachments,  and other material
     handling products  principally to third party distributors  through diverse
     distribution channels. The material handling solutions industrial - segment
     sell 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.  The  material
     handling solutions - automotive segment sells engineered  material handling
     systems,  mainly  conveyors,  primarily  to  end-users  in  the  automotive
     industry.  The  accounting  policies of the  segments are the same as those
     described in the summary of significant  accounting policies.  Intersegment
     sales are not  significant.  The  Company  evaluates  performance  based on
     operating earnings of the respective business units prior to the effects of
     amortization.


     Segment  information  as of and for the six  months  ended  October 1, 2000
     and October 3, 1999, is as follows:
<TABLE>
<CAPTION>

                                    SIX MONTHS ENDED OCTOBER 1, 2000
                                    --------------------------------
                                         SOLUTIONS - SOLUTIONS -
                                PRODUCTS  INDUSTRIAL  AUTOMOTIVE   TOTAL
                                --------  ----------  ----------   -----
                                              (IN THOUSANDS)
<S>                             <C>        <C>         <C>        <C>
Sales to external customers .   $247,166   $ 34,926    $ 95,280   $377,372
Operating income before
  amortization...............     38,626      3,135       5,328     47,089
Depreciation and amortization      9,955      1,426       2,809     14,190
Total assets ................    492,671     65,781     207,780    766,232
Capital expenditures ........      7,230       (232)         13      7,011




                                    SIX MONTHS ENDED OCTOBER 3, 1999
                                    --------------------------------
                                         SOLUTIONS - SOLUTIONS -
                                PRODUCTS  INDUSTRIAL  AUTOMOTIVE   TOTAL
                                --------  ----------  ----------   -----
                                              (IN THOUSANDS)
Sales to external customers .   $255,872   $ 31,416   $ 76,321   $363,609
Operating income before
  amortization...............     39,840      3,230     (2,629)    40,441
Depreciation and amortization     10,014      1,571      2,827     14,412
Total assets ................    518,195     71,530    187,665    777,390
Capital expenditures ........      4,471        531        128      5,130

</TABLE>



                                       - 8 -
<PAGE>





     The following schedule provides a reconciliation of operating income before
     amortization with consolidated income before income taxes:
<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED
                                                        ----------------
                                                OCTOBER 1, 2000  OCTOBER 3, 1999
                                                ---------------  ---------------
                                                         (IN THOUSANDS)
<S>                                                <C>              <C>
Operating income before amortization.........      $ 47,089         $ 40,441
Amortization of intangibles .................        (8,031)          (8,002)
Interest and debt expense ...................       (18,991)         (16,573)
Interest and other income ...................         1,612              553
                                                   --------         --------
Income before income taxes ..................      $ 21,679         $ 16,419
                                                   ========         ========
</TABLE>














































                                       - 9 -
<PAGE>






11.  The summary  financial  information  of the parent,  domestic  subsidiaries
     (guarantors)  and foreign  subsidiaries  (nonguarantors  of the 8.5% senior
     subordinated notes) follows:
<TABLE>
<CAPTION>

                                                                Domestic     Foreign       Elimina-     Consoli-
(In thousands)                                        Parent  Subsidiaries Subsidiaries     tions        dated
                                                   -------------------------------------------------------------
AS OF OCTOBER 1, 2000
Current assets:
<S>                                                <C>          <C>          <C>          <C>          <C>
 Cash and cash equivalents .....................   $     863    $   1,832    $   2,751    $       -    $   5,446
 Trade accounts receivable .....................      59,840       60,657       25,426            -      145,923
 Unbilled revenues .............................           -       34,581            -            -       34,581
 Inventories ...................................      49,558       38,410       24,327         (889)     111,406
 Other current assets ..........................       3,661        7,498        4,143            -       15,302
                                                   -------------------------------------------------------------
  Total current assets .........................     113,922      142,978       56,647         (889)     312,658
Net property, plant, and equipment .............      35,348       34,691       18,110            -       88,149
Goodwill and other intangibles, net ............      39,831      242,329       47,880            -      330,040
Intercompany ...................................     202,121     (363,801)     (65,044)     226,724            -
Other assets ...................................     226,327      161,626       (1,889)    (350,679)      35,385
                                                   -------------------------------------------------------------

  Total assets .................................   $ 617,549    $ 217,823    $  55,704    $(124,844)   $ 766,232
                                                   =============================================================

Current liabilities ............................   $  37,393    $  49,589    $  18,044    $  (3,304)   $ 101,722
Long-term debt, less current portion ...........     413,421            6        5,323            -      418,750
Other non-current liabilities ..................      15,761       18,532        2,629            -       36,922
                                                   -------------------------------------------------------------
  Total liabilities ............................     466,575       68,127       25,996       (3,304)     557,394

Shareholders' equity ...........................     150,974      149,696       29,708     (121,540)     208,838
                                                   -------------------------------------------------------------

  Total liabilities and shareholders' equity ...   $ 617,549    $ 217,823    $  55,704    $(124,844)   $ 766,232
                                                   =============================================================

FOR THE SIX MONTHS ENDED OCTOBER 1, 2000
Net sales ......................................   $ 130,369    $ 198,520    $  60,087    $ (11,604)   $ 377,372
Cost of products sold ..........................      89,330      162,662       44,774      (11,598)     285,168
                                                   -------------------------------------------------------------
Gross profit ...................................      41,039       35,858       15,313           (6)      92,204
                                                   -------------------------------------------------------------
Selling, general and administrative expenses ...      18,870       16,482        9,763            -       45,115
Amortization of intangibles ....................       1,019        5,794        1,218            -        8,031
                                                   -------------------------------------------------------------
                                                      19,889       22,276       10,981            -       53,146
                                                   -------------------------------------------------------------
Income from operations .........................      21,150       13,582        4,332           (6)      39,058
Interest and debt expense ......................      18,648           44          299            -       18,991
Interest and other income ......................       1,251          120          241            -        1,612
                                                   -------------------------------------------------------------
Income before income taxes .....................       3,753       13,658        4,274           (6)      21,679
Income tax expense .............................       1,899        7,376        2,073           (3)      11,345
                                                   -------------------------------------------------------------

Net income .....................................   $   1,854    $   6,282    $   2,201    $      (3)   $  10,334
                                                   =============================================================
</TABLE>





                                       - 10 -
<PAGE>
<TABLE>
<CAPTION>

                                                                Domestic     Foreign       Elimina-     Consoli-
(In thousands)                                        Parent  Subsidiaries Subsidiaries     tions        dated
                                                   -------------------------------------------------------------
FOR THE SIX MONTHS ENDED OCTOBER 1, 2000
OPERATING ACTIVITIES:
<S>                                                <C>          <C>          <C>          <C>          <C>
Net cash (used in) provided by operating .......   $  (5,524)   $   8,003    $   2,954    $       -    $   5,433
activities .....................................   -------------------------------------------------------------


INVESTING ACTIVITIES:
Purchase of marketable securities, net .........      (1,834)           -            -            -       (1,834)
Capital expenditures ...........................      (2,368)      (4,712)          69            -       (7,011)
Other ..........................................           -          259            -            -          259
                                                   -------------------------------------------------------------
Net cash (used in) provided by investing .......      (4,202)      (4,453)          69            -       (8,586)
activities                                         -------------------------------------------------------------


FINANCING ACTIVITIES:
Proceeds from issuance of common stock .........           -            -            -            -            -
Net borrowings (payments) under revolving
  line-of-credit agreements ....................       7,700            -         (939)           -        6,761
Repayment of debt ..............................      (1,282)         (17)        (618)           -       (1,917)
Dividends paid .................................      (2,001)           -            -            -       (2,001)
Other ..........................................         418            -            -            -          418
                                                   -------------------------------------------------------------
Net cash  provided by (used in) financing
  activities....................................       4,835          (17)      (1,557)           -        3,261
Effect of exchange rate changes on cash ........           -            -       (2,244)           -       (2,244)
                                                   -------------------------------------------------------------
Net change in cash and cash equivalents ........      (4,891)       3,533         (778)           -       (2,136)
Cash and cash equivalents at beginning of period       5,754       (1,701)       3,529            -        7,582
                                                   -------------------------------------------------------------

Cash and cash equivalents at end of period .....   $     863    $   1,832    $   2,751    $       -    $   5,446
                                                   =============================================================




AS OF OCTOBER 3, 1999
Current assets:
 Cash and cash equivalents .....................   $   9,522    $   5,264    $   5,285    $       -    $  20,071
 Trade accounts receivable .....................      51,152       56,998       24,612            -      132,762
 Unbilled revenues .............................           -       16,209            -            -       16,209
 Inventories ...................................      48,308       39,570       27,134       (1,011)     114,001
 Other current assets ..........................       2,893       10,966        3,678            -       17,537
                                                   -------------------------------------------------------------
  Total current assets .........................     111,875      129,007       60,709       (1,011)     300,580
Net property, plant, and equipment .............      36,588       33,094       20,377            -       90,059
Goodwill and other intangibles, net ............      41,849      258,569       53,010            -      353,428
Intercompany ...................................     206,658     (371,663)     (67,193)     232,198            -
Other assets ...................................     221,004      162,472       (1,474)    (348,679)      33,323
                                                   -------------------------------------------------------------

  Total assets .................................   $ 617,974    $ 211,479    $  65,429    $(117,492)   $ 777,390
                                                   =============================================================




Current liabilities ............................   $  31,992    $  56,845    $  22,859    $   1,654    $ 113,350
Long-term debt, less current portion ...........     423,280            -        6,816            -      430,096
Other non-current liabilities ..................      12,233       22,055        3,136            -       37,424
                                                   -------------------------------------------------------------
  Total liabilities ............................     467,505       78,900       32,811        1,654      580,870

Shareholders' equity ...........................     150,469      132,579       32,618     (119,146)     196,520
                                                   -------------------------------------------------------------

  Total liabilities and shareholders' equity ...   $ 617,974    $ 211,479    $  65,429    $(117,492)   $ 777,390
                                                   =============================================================
</TABLE>


                                       - 11 -
<PAGE>
<TABLE>
<CAPTION>

                                                                Domestic     Foreign       Elimina-     Consoli-
(In thousands)                                        Parent  Subsidiaries Subsidiaries     tions        dated
                                                   -------------------------------------------------------------
FOR THE SIX MONTHS ENDED OCTOBER 3, 1999
<S>                                                <C>          <C>          <C>          <C>          <C>
Net sales ......................................   $ 132,442    $ 180,063    $  61,618    $ (10,514)   $ 363,609
Cost of products sold ..........................      90,973      152,089       44,179      (10,477)     276,764
                                                   -------------------------------------------------------------
Gross profit ...................................      41,469       27,974       17,439          (37)      86,845
                                                   -------------------------------------------------------------
Selling, general and administrative expenses ...      19,761       14,867       11,776            -       46,404
Amortization of intangibles ....................         980        5,732        1,290            -        8,002
                                                   -------------------------------------------------------------
                                                      20,741       20,599       13,066            -       54,406
                                                   -------------------------------------------------------------
Income from operations .........................      20,728        7,375        4,373          (37)      32,439
Interest and debt expense ......................      16,204            5          364            -       16,573
Interest and other income ......................         292          157          104            -          553
                                                   -------------------------------------------------------------
Income before income taxes .....................       4,816        7,527        4,113          (37)      16,419
Income tax expense .............................       2,261        5,311        1,956          (15)       9,513
                                                   -------------------------------------------------------------

Net income .....................................   $   2,555    $   2,216    $   2,157    $     (22)   $   6,906
                                                   =============================================================



FOR THE SIX MONTHS ENDED OCTOBER 3, 1999
OPERATING ACTIVITIES:

Net cash provided by operating activities ......   $   3,994   $   12,720    $   2,862    $     151    $  19,727
                                                  --------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net .........        (796)           -            -            -         (796)
Capital expenditures ...........................      (2,892)      (1,045)      (1,193)           -       (5,130)
Purchases of businesses, net of cash ...........           -       (6,361)           -          (49)      (6,410)
Other ..........................................           -         (589)           -            -         (589)
                                                  --------------------------------------------------------------
Net cash used in investing activities ..........      (3,688)      (7,995)      (1,193)         (49)     (12,925)
                                                  --------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock .........           3          136            -         (136)           3
Net payments under revolving
  line-of-credit agreements ....................       8,800            -       (1,276)           -        7,524
Repayment of debt ..............................      (1,009)           -          519            -         (490)
Dividends paid .................................      (1,974)          (5)           1            -       (1,978)
Other ..........................................         287            -            -            -          287
                                                   -------------------------------------------------------------
Net cash (used in) provided by financing
  activities....................................       6,107          131         (756)        (136)       5,346
Effect of exchange rate changes on cash ........           -            -        1,022           34        1,056
                                                   -------------------------------------------------------------
Net change in cash and cash equivalents ........       6,413        4,856        1,935            -       13,204
Cash and cash equivalents at beginning of period       3,109          408        3,350            -        6,867
                                                   -------------------------------------------------------------

Cash and cash equivalents at end of period .....   $   9,522   $    5,264    $   5,285    $       -    $  20,071
                                                   =============================================================
</TABLE>



                                     - 12 -

<PAGE>

12.  The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
     Financial  Standards No. 133,  "Accounting  for Derivative  Instruments and
     Hedging  Activities,"  in June of 1998. The FASB issued SFAS 137 in June of
     1999 which defers the effective date of SFAS 133 to fiscal years  beginning
     after June 15, 2000. Statement No. 133 establishes accounting and reporting
     standards for derivatives and hedging activities. It requires that entities
     recognize all  derivatives as either assets or liabilities in the statement
     of  financial  position  and  measure  those  instruments  at  fair  value.
     Compliance  with this  statement  would not have a  material  impact on the
     Company at the present time.

     The Securities and Exchange Commission issued Staff Accounting Bulletin No.
     101, "Revenue Recognition in Financial Statements (SAB No. 101) in December
     of 1999. SAB No. 101 provides the Commission's  views in applying generally
     accepted accounting  principles to selected revenue recognition issues. The
     Company has reviewed  the  requirements  of SAB No. 101 and has  determined
     that it is in compliance with SAB No. 101.









































                                       - 13 -
<PAGE>

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


OVERVIEW

The  Company  is  a   broad-line   designer,   manufacturer,   and  supplier  of
sophisticated   material  handling  products  that  are  widely  distributed  to
industrial,  automotive  and consumer  markets  worldwide;  integrated  material
handling solutions for the automotive markets;  and integrated material handling
solutions for industrial  markets  worldwide.  The Company's  material  handling
products are sold, domestically and internationally,  principally to third party
distributors  through  diverse  distribution  channels.   Distribution  channels
include  general  distributors,   specialty   distributors,   crane  end  users,
service-after-sale  distributors,  original  equipment  manufacturers  ("OEMs"),
government,  consumer and international.  The general distributors are comprised
of  industrial  distributors,   rigging  shops  and  crane  builders.  Specialty
distributors   include  catalog  houses,   material  handling   specialists  and
entertainment equipment riggers. The service-after-sale  network includes repair
parts  distribution  centers,  chain service centers,  and hoist repair centers.
Consumer   distribution   channels   include   mass   merchandisers,    hardware
distributors,   trucking  and   transportation   distributors,   farm   hardware
distributors  and rental outlets.  The Company's  integrated  material  handling
solutions  segments  primarily deal directly with end-users.  Material  handling
solutions - automotive sales are concentrated,  domestically and internationally
(primarily  North  America)  in  the  automotive  industry.   Material  handling
solutions - industrial sales are concentrated,  domestically and internationally
(primarily  Europe), in 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 OCTOBER 1, 2000 AND OCTOBER 3, 1999
Net sales in the fiscal 2001 quarter ended October 1, 2000 were $188,994,000,  a
increase of  $6,986,000  or 3.8% over the fiscal 2000 quarter  ended  October 3,
1999. Net sales for the six months ended October 1, 2000 were  $377,372,000,  an
increase of $13,763,000 or 3.8% over the six months ended October 3, 1999. Sales
in the Products segment decreased by $2,901,000 or 2.3% from the previous year's
quarter and $8,706,000 or 3.4% for the six months ended October 1, 2000 over the
prior year period due to  continued  softness  in the  engineered  hoist,  crane
builder,  and  general  industrial  markets.  Sales in the  Solutions-Industrial
segment rose 6.4% or  $1,049,000  for the three months ended October 1, 2000 and
11.2% or  $3,510,000  for the six  months  ended  October 1, 2000 as a result of
expanding  markets.  The  Solutions-Automotive  segment had a sales  increase of
21.7% or $8,838,000 for the quarter and 24.8% or $18,959,000  for the six months
ended  October 1, 2000 as its  largest  customer  resumes  more  normal  capital
spending levels.

Sales in the  individual  segments were as follows,  in thousands of dollars and
with percentage changes for each group:
<TABLE>
<CAPTION>

                                  THREE MONTHS ENDED                             SIX MONTHS ENDED
                                  ------------------                             ----------------
                         OCT. 1,     OCT. 3,         CHANGE             OCT. 1,     OCT. 3,         CHANGE
                                                     ------                                         ------
                          2000        1999       AMOUNT     %            2000        1999       AMOUNT     %
                          ----        ----       ------     -            ----        ----       ------     -
                                                  (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                    <C>        <C>          <C>         <C>        <C>         <C>         <C>         <C>

Products ...........   $ 121,970   $ 124,871   $ (2,901)   (2.3)      $ 247,166   $ 255,872   $ (8,706)   (3.4)
Solutions-Industrial      17,413      16,364      1,049     6.4          34,926      31,416      3,510    11.2
Solutions-Automotive      49,611      40,773      8,838    21.7          95,280      76,321     18,959    24.8
                       ---------   ---------   --------               ---------   ---------   --------
    Net sales ......   $ 188,994   $ 182,008   $  6,986     3.8       $ 377,372   $ 363,609   $ 13,763     3.8
                       =========   =========   ========               =========   =========   ========
</TABLE>



                                       - 14 -
<PAGE>

The Company's gross profit margins were 23.8%,  21.8%,  24.4%, and 23.9% for the
fiscal  2001  and  2000   quarters  and  the   six-month   periods  then  ended,
respectively.  The increase in the current quarter and six-month  period margins
relative  to the  respective  periods in the prior year is the result of varying
effects  among the Company's  segments.  The gross profit margin in the Products
segment  for the  quarter  and six month  periods  ended  October 1, 2000 showed
continued  improvement over the respective periods in the prior year as a result
of the continued  integration of  acquisitions  and in particular the effects of
the purchasing council efforts. The  Solutions-Industrial  segment experienced a
decrease in margin for the current quarter and six-month period when compared to
the respective  periods in the prior year as a result of contract mix, increased
competition  for  projects  and  learning  curve  associated  with  turnover  in
personnel.   Gross  margins  in  the   Solutions-Automotive   segment  increased
significantly  for the quarter and  six-month  period ended October 1, 2000 as a
result of a return to normal  volume with its major  customer and the absence of
the effects of cost overruns on several foreign jobs that occurred in the second
quarter of the prior fiscal year.

Selling expenses were $12,332,000,  $12,412,000,  $24,814,000 and $25,170,000 in
the fiscal 2001 and 2000  quarters and the six months then ended,  respectively.
As a percentage of consolidated  net sales,  selling  expenses were 6.5%,  6.8%,
6.6%,  and 6.9% in the fiscal 2001 and 2000  quarters and  the six-month periods
then ended, respectively.

General and administrative expenses were $9,961,000,  $10,912,000,  $20,301,000,
and  $20,269,000 in the fiscal 2001 and 2000 quarters and the six-month  periods
then ended, respectively. As a percentage of consolidated net sales, general and
administrative  expenses were 5.3%,  6.0%,  5.4% and 5.6% in the fiscal 2001 and
2000 quarters and the six-month periods then ended, respectively.

The Company  incurred proxy contest related  expenses  amounting to $835,000 and
$965,000,  respectively  in the  quarter  and six months  ended  October 3, 1999
relative to the August 16, 1999 annual shareholders  meeting and annual director
elections.

Amortization  of  intangibles  was   $4,017,000,   $4,000,000,   $8,031,000  and
$8,002,000  in the fiscal 2001 and 2000  quarters and the six months then ended,
respectively.

As a result of the above, income from operations  increased  $7,107,000 or 61.4%
in the fiscal 2001 quarter and increased  $6,619,000 or 20.4% in the fiscal 2001
six month period  compared to the  respective  periods in fiscal  2000.  This is
based on income from operations of $18,680,000,  $11,573,000,  $39,058,000,  and
$32,439,000  in the fiscal 2001 and 2000  quarters  and  six-month  periods then
ended, respectively.

Interest  and  debt  expense  was  $9,710,000,   $8,294,000,   $18,991,000,  and
$16,573,000  in the fiscal 2001 and 2000 quarters and the six months then ended,
respectively.  The fiscal  2001  increase  is solely  the  result of  increasing
interest  rates. As a percentage of  consolidated  net sales,  interest and debt
expense was 5.1%,  4.6%, 5.0%, and 4.6% in the fiscal 2001 and 2000 quarters and
the six-month periods then ended, respectively.

Interest and other income was $671,000,  $306,000,  $1,612,000,  and $553,000 in
the fiscal 2001 and 2000 quarters and the six months then ended, respectively.

Income taxes as a percentage of income  before  income taxes were 54.5%,  85.7%,
52.3% and 57.9% in the fiscal  2001 and 2000  quarters  and the six months  then
ended,  respectively.  The  percentages  reflect  the  effect  of  nondeductible
amortization of goodwill resulting from acquisitions.









                                       - 15 -
<PAGE>

Net income,  therefore,  increased  $3,877,000  or 758.7% for the quarter  ended
October 1, 2000 and increased $3,428,000 or 49.6% for the six months then ended.
This is based on net income of $4,388,000, $511,000, $10,334,000, and $6,906,000
for the  quarters and  six-month  periods  ended  October 1, 2000 and October 3,
1999, respectively.


LIQUIDITY AND CAPITAL RESOURCES

On  April  29,  1999,  the  Company  acquired  all of the  outstanding  stock of
Washington  Equipment  Company (WECO),  a regional  manufacturer and servicer of
overhead cranes. The total cost of the acquisition, which was accounted for as a
purchase,  was approximately  $6.4 million and was financed by proceeds from the
Company's revolving credit facility.

The 1998 Revolving Credit Facility provides availability up to $300 million, due
March 31, 2003,  reduced to $275 million and $250  million  effective  March 31,
2001 and 2002,  respectively,  against which $212.7  million was  outstanding at
October 1, 2000. Interest is payable at varying Eurodollar and Prime rates based
on LIBOR plus a spread determined by the Company's leverage ratio,  amounting to
225 basis points at November  14, 2000 or the lender's  prime rate plus 75 basis
points.  The  1998  Revolving  Credit  Facility  is  secured  by all  equipment,
inventory,   receivables,   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
$199,468,000,  net of original  issue discount of $532,000 and are due March 31,
2008.  Interest is payable  semi-annually  based on an effective  rate of 8.45%,
considering  $1,902,000  of  proceeds  from  rate  hedging  in  advance  of  the
placement.   Provisions  of  the  8  1/2%  Notes  include,  without  limitation,
restrictions  of liens,  indebtedness,  asset  sales,  and  dividends  and other
restricted payments.  Prior to April 1, 2003, the 8 1/2% Notes are redeemable at
the option of the  Company,  in whole or in part,  at the  Make-Whole  Price (as
defined  in the 8 1/2% Notes  agreement).  On or after  April 1, 2003,  they are
redeemable at prices  declining  annually to 100% on and after April 1, 2006. In
addition,  on or prior to April 1, 2001, the Company may redeem up to 35% of the
outstanding notes with the proceeds of equity offerings at a redemption price of
108.5%, subject to certain restrictions. 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 domestic subsidiaries and are not subject to any
sinking fund requirements.

The Company believes that its cash on hand, cash flows,  and borrowing  capacity
under its  revolving  credit  facility  will be  sufficient  to fund its ongoing
operations,  budgeted capital  expenditures,  and business  acquisitions for the
next twelve months.

Net cash  provided by operating  activities  was  $5,433,000  for the six months
ended  October  1, 2000,  a decrease  over the net cash  provided  by  operating
activities  for the six  months  ended  October  3,  1999  of  $19,727,000.  The
difference of $14,294,000 is due to changes in net working  capital  components,
primarily accounts receivable and inventories.


















                                       - 16 -
<PAGE>


Net cash used in investing activities decreased to $8,586,000 for the six months
ended October 1, 2000 from $12,925,000 for the six months ended October 3, 1999.
The $4,339,000  difference is due primarily to the acquisition of WECO in fiscal
2000 offset by the increase in capital  expenditures for fiscal 2001 as a result
of the  decision to purchase  property  and a building  of a  previously  leased
facility.

Net cash  provided by financing  activities  was  $3,261,000  for the six months
ended October 1, 2000 compared to $5,346,000 for the six months ended October 3,
1999. The $2,085,000  change is primarily due to borrowings used to acquire WECO
in the  previous  year  compared to funds used to finance an increase in capital
expenditures for fiscal 2001.


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  October 1, 2000 and October 3,
1999 were $7,011,000 and $5,130,000,  respectively.  The increase in fiscal 2001
is due to the  purchase  of  property  and a  building  of a  previously  leased
facility.


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  inflation  has had a
material effect on results of operations over the periods  presented  because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through  price  increases.  However,  in the future
there can be no assurance  that the  Company's  business will not be affected by
inflation or that it will be able to pass on cost increases.


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,  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.





















                                       - 17 -
<PAGE>

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting  Standards Board (FASB) issued  Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," in June of 1998. The FASB issued SFAS 137 in June 1999 which defers
the effective  date of SFAS 133 to fiscal years  beginning  after June 15, 2000.
Statement No.133 establishes  accounting and reporting standards for derivatives
and hedging  activities.  It requires that entities recognize all derivatives as
either assets or liabilities in the statement of financial  position and measure
those instruments at fair value. Compliance with this statement would not have a
material impact on the Company at the present time.

The Securities and Exchange Commission issued Staff Accounting Bulletin No. 101,
"Revenue  Recognition in Financial Statements (SAB No. 101) in December of 1999.
SAB No. 101  provides  the  Commission's  views in applying  generally  accepted
accounting  principles to selected revenue  recognition  issues. The Company has
reviewed  the  requirements  of SAB No.  101 and  has  determined  that it is in
compliance with SAB No. 101.


SUBSEQUENT EVENT



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.


























                                       - 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 - none.

Item 5.   Other Information

          In connection  with its decision to examine  various  alternatives  to
          enhance   shareholder   value,  the  Company  has  entered  into  stay
          agreements (the "Stay Agreements") with Messrs. Tevens, Montgomery and
          Librock, Ms. Howard, Mr. Owen and certain other officers and employees
          of the Company as outlined in Exhibit10.44 on form 10-K for the fiscal
          year ended March 31,  2000.  The Stay  agreements  have been  extended
          under the same terms and  conditions  such that no  payment  under the
          Agreements  will be due and  payable  if a Sale  does not occur by (a)
          June 30, 2001 or (b) by September 30, 2001, provided that on or before
          June 30, 2001 negotiations  regarding a possible Sale to an identified
          purchaser with the requisite financing are taking place.

Item 6.   Exhibits and Reports on Form 8-K

          Exhibit 10.1     Fifth  Amendment, dated  as of September 28, 2000, to
                           the  Credit  Agreement,  dated as of March 31,  1998,
                           among Columbus McKinnon Corporation, as the Borrower,
                           the   banks,   financial   institutions   and   other
                           institutional   lenders  named  therein,  as  Initial
                           Lenders,  Fleet National Bank, as the Initial Issuing
                           Bank, Fleet National Bank, as the Swing Line Bank and
                           Fleet National Bank, as the Administrative Agent.

          There are no reports on Form 8-K.








































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<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 14, 2000                      /s/ ROBERT L. MONTGOMERY, JR.
      ------------------                     -----------------------------
                                             Robert L. Montgomery, Jr.
                                             Executive Vice President and
                                               Chief Financial Officer
                                               (Principal Financial Officer)














































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