THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
                BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933


                          COLUMBUS MCKINNON CORPORATION

                             G.L. INTERNATIONAL INC.
                             1997 STOCK OPTION PLAN

                                  INTRODUCTION

                  This prospectus provides important  information  regarding the
G.L. International inc. 1997 Stock Option Plan ("Plan"). However, the prospectus
is qualified  in its  entirety by reference to the Plan,  copies of which may be
obtained  upon  request  and  without  charge  from Lois H.  Demler,  Secretary,
Columbus McKinnon Corporation, 140 John James Audubon Parkway, Amherst, New York
14228-1197,  (716) 689-5409, and to your Stock Option Agreement. If you have any
questions  regarding  this  prospectus  or the Plan,  please  contact  Robert L.
Montgomery,  Jr., Executive Vice President and Chief Financial Officer, Columbus
McKinnon  Corporation,  140  John  James  Audubon  Parkway,  Amherst,  New  York
14228-1197, (716) 689-5405.

                  In this prospectus "Company", "Columbus McKinnon", "we", "us",
and  "our"  refer  to  Columbus  McKinnon  Corporation.   "GL"  refers  to  G.L.
International inc.


                       WHERE YOU CAN FIND MORE INFORMATION

                  Columbus McKinnon files annual, quarterly and current reports,
proxy   statements  and  other   documents  with  the  Securities  and  Exchange
Commission.  The SEC allows us to "incorporate" into this prospectus information
we file  with  the SEC in  other  documents.  This  means  that we can  disclose
important  information to you by referring to other  documents that contain that
information.  The information may include documents filed after the date of this
prospectus.  We  incorporate  by reference  the  documents  listed below and all
future documents filed with the SEC under Sections 13(a),  13(c), 14 or 15(d) of
the  Securities  Exchange Act of 1934 until we terminate  the offering of shares
covered by this prospectus.

SEC Filing
(FILE NO. 0-27618)                                     PERIOD/FILING DATE
------------------                                     ------------------

Annual Report on Form 10-K                             Year ended March 31, 1998


<PAGE>


Quarterly Reports  on Form 10-Q                 Quarters ended  June  28, 1998;
                                                 September 27, 1998 and
                                                 December 27,1998

Current Reports on Form 8-K                     April 8, 1998; October 29, 1998;
                                                 May 18, 1999 and May 26, 1999

Description of Capital Stock
  contained in the Company's
(1)  Registration Statement on Form 8-A         January 22, 1996
(2)  Form 8-A/A Amendment No. 1                 February 21, 1996

Description of Preferred Stock
  Purchase Rights contained in
  Registration Statement on Form 8-A            October 27, 1997


                  You may  request a copy of these  documents  and a copy of our
most  recent  annual  report  to  shareholders,  and any  other  reports,  proxy
statement and other  communications  distributed to  shareholders.  These copies
will be provided at no cost to you.  Please make your request to Lois H. Demler,
Secretary of the Company at the address and telephone number shown above.

                               RECENT DEVELOPMENTS

                  A group of New York City based stock  traders and  speculators
owning  8.44% of Columbus  McKinnon  common  stock has  proposed a slate of five
directors for election at the Company's Annual Meeting of Shareholders in August
1999.  The  group's  platform  is to seek a sale of the  Company.  The  value of
Columbus  McKinnon's common stock could be affected by the outcome of this proxy
contest.


                     GENERAL INFORMATION REGARDING THE PLAN

                  The  Plan  was  adopted  by the  Board  of  Directors  of G.L.
International  Inc.  ("GL") on March 25,  1997,  and  subsequently  approved  by
stockholders,  for the purposes set forth below. However, the Board of Directors
terminated the Plan effective March 1, 1999,  pursuant to an arrangement whereby
GL became a wholly owned  subsidiary of the Company.  Although the Plan has been
terminated  and no new options will be granted under the Plan,  all  outstanding
options granted pursuant to the Plan remain  outstanding and will be exercisable
in  accordance  with  the  terms of the Plan  and any  applicable  Stock  Option
Agreement.  In this regard, all outstanding options have been converted to stock
options for shares of Columbus  McKinnon  Corporation  common  stock,  par value
$0.01 per share.  A total of 92,599  shares of the  Company's  common  stock are
covered by such outstanding options.


<PAGE>


                  The Plan is not a qualified  plan under Section  401(a) of the
Internal  Revenue  Code nor is it  subject  to any  provisions  of the  Employee
Retirement Income Security Act of 1974.

PURPOSE OF THE PLAN
-------------------

                  The Plan was established to:

                  o        create stockholder  value by providing  incentives to
                           selected key  employees and directors who  contribute
                           materially to the success of GL and its subsidiaries,

                  o        provide a means of rewarding outstanding  performance
                           by those key employees, and

                  o        enhance the  interests of  those  key  employees  and
                           directors in the continued success and progress of GL
                           by providing them a proprietary interest in GL

The Plan was designed to enhance GL's ability to maintain a competitive position
in attracting and retaining qualified key personnel and directors.

ADMINISTRATION OF THE PLAN
--------------------------

                  The Plan provides for  administration of the Plan by the Board
of  Directors  of GL or,  at the  option  of the  Board,  a  committee  which is
comprised of two or more non-employee directors appointed by the Board. The Plan
currently is  administered  by the Board of Directors  which, in its capacity as
administrator of the Plan, is referred to in this prospectus as the "Committee."
As directors of GL,  members of the Committee  serve until their  successors are
duly  elected  and  qualified,  and are  subject to removal in  accordance  with
applicable law.
 Among the powers granted to the Committee are the authority to:

                  o        grant options and  determine the terms and conditions
                           of  those  options,  including  the  exercise  price,
                           vesting and exercise period of the options

                  o        determine the form and provisions of the Stock Option
                           Agreements

                  o        interpret  the Plan and the Stock  Option  Agreements
                           and  waive  any   provisions   of  any  Stock  Option
                           Agreement,  provided such waiver is not  inconsistent
                           with the terms of the Plan

                  o        prescribe rules and  regulations relating to the Plan

<PAGE>



                  o        make all  determinations  necessary or advisable  for
                           administration of the Plan

                  The Committee's  address and telephone  number is: c/o Lois H.
Demler,  Secretary,  Columbus  McKinnon  Corporation,  140  John  James  Audubon
Parkway, Amherst, New York 14228-1197, (716) 689-5409.

GRANTS TO ELIGIBLE PARTICIPANTS  IN THE PLAN
--------------------------------------------

                  Pursuant to the provisions of the Plan, the Committee  granted
options to employees of GL who were  determined by it to be key employees on the
date of grant.

TYPES OF OPTIONS THAT HAVE BEEN GRANTED
---------------------------------------

                  Grants of  Incentive  Stock  Options  and  Nonstatutory  Stock
Options have been granted to Key  Employees  under the Plan. It is intended that
the Incentive Stock Options qualify for special tax treatment under the Internal
Revenue Code. In order to qualify for special tax treatment,  the Plan provides,
among other things, that the aggregate fair market value (determined at the time
of grant) of the shares of common  stock with respect to which  Incentive  Stock
Options are exercisable for the first time by you in any calendar year under the
Plan  and all  plans  of GL or its  parent  or  subsidiaries  shall  not  exceed
$100,000. Neither GL, its directors,  officers or employees, among others, shall
be liable if the Incentive  Stock Options do not in fact qualify for special tax
treatment.

                  Please refer to the tax discussion of stock options  beginning
on page 7.

TERMS AND CONDITIONS OF OPTIONS
-------------------------------

                  Each stock  option  granted  under the Plan is  evidenced by a
written Stock Option Grant and accompanying  Stock Option Agreement,  as amended
by an  Amendment  to Stock  Option  Agreement  effective  as of  March 1,  1999,
(together  the Stock  Option  Grant,  accompanying  Stock Option  Agreement  and
Amendment  to  Stock  Option  Agreement  are  referred  to as the  Stock  Option
Agreement) which contain such terms and conditions as the Committee  determined,
consistent  with the provisions of the Plan,  including  those shown below.  You
should  refer to your  Stock  Option  Agreement  for the  terms  and  conditions
applicable to your stock options.



<PAGE>


                  (a) EXERCISE  PRICE.  The  Committee  determined  the exercise
prices of options it granted,  subject to the Plan requirement that the exercise
price for any  Incentive  Stock  Option  shall not be less than the fair  market
value of the GL common  stock at the date of grant  (or 110% of the fair  market
value in the case of an  Incentive  Stock  Option  granted to a person who owned
more than 10% of the total  combined  voting power of all classes of stock of GL
or any of its subsidiaries). Fair market value is the value at the date of grant
of GL as an on-going concern, as determined in good faith by the Committee.  The
exercise price of your options is set forth in your Stock Option Agreement.

                  (b) VESTING. The Committee determined the vesting schedule for
all options granted.  The vesting schedule for your options is set forth in your
Stock Option Agreement.

                  (c) TERM OF STOCK OPTIONS.  The Plan  authorizes the Committee
to determine the period during which  options are  exercisable,  except that the
Plan provides that no option shall be exercisable more than five years after the
date it was granted. The period during which your options are exercisable is set
forth in your Stock Option Agreement.

                  (d)  OPTIONS   NON-TRANSFERRABLE.   All  options  granted  are
non-transferrable  other than by will or the laws of descent  and  distribution.
During an optionee's lifetime the options may be exercised only by him, or if he
is disabled, his legal representative.


TERMINATION OF EMPLOYMENT AND DEATH
-----------------------------------

                  Your Stock Option  Agreement  describes  the  conditions  that
apply to the  exercise of your  options in the event you cease to be employed by
GL or a  subsidiary  of  Columbus  McKinnon.  In the event of your  death  while
employed by GL or a subsidiary of Columbus  McKinnon,  your estate or the person
or persons to whom your  rights  under the option are passed  under your will or
the laws of descent and distribution may exercise your option to the same extent
that you would be entitled to exercise the option at the date of your death. The
option may only be exercised within the 90-day period following the date of your
death or such other period as may be  specified in your Stock Option  Agreement,
but in no case later than the expiration date of the option.

DILUTION OR OTHER ADJUSTMENTS
-----------------------------

                  The number of shares of common stock issuable under any option
granted  to you,  as well as the  exercise  price of any  option,  is subject to
adjustment to reflect any

                  o         stock split
                  o         stock dividend
                  o         recapitalization
                  o         merger
                  o         consolidation
                  o         reorganization
                  o         combination or exchange of shares
                  o         or other similar events



<PAGE>


RESTRICTIONS ON ISSUANCE OF SHARES
----------------------------------

                  Columbus McKinnon is not obligated to sell or issue any shares
of its common stock upon the exercise of any option granted to you unless:

                  o        the shares with respect to which your option is being
                           exercised  have  been  registered   under  applicable
                           federal securities laws or the issuance of the shares
                           is exempt from such registration

                  o        the prior  approval of the sale or issuance  has been
                           obtained from any applicable  state  regulatory  body
                           having jurisdiction or the sale or issuance is exempt
                           from such prior approval requirement

                  o        if the common  stock of  Columbus  McKinnon  has been
                           listed on any  exchange,  the shares with  respect to
                           which your option is being  exercised  have been duly
                           listed on that exchange

                  Your Stock Option Agreement may include other  restrictions on
the ownership and transfer of shares of common stock.

RESTRICTIONS ON RESALE OF SHARES ACQUIRED UPON EXERCISE OF OPTIONS
------------------------------------------------------------------

                  Subject to any  restrictions  imposed by the Plan or any Stock
Option Agreement, shares of common stock acquired by a non-affiliate of Columbus
McKinnon upon  exercise of an option may be freely resold in ordinary  brokerage
transactions  pursuant to Sections 4(1) and 4(4) of the  Securities Act of 1933.
However,  securities  acquired  by an  affiliate  of Columbus  McKinnon  must be
registered for resale by such affiliate  unless the resale is made in compliance
with the  provisions of Rule 144 under the Securities Act of 1933 or is entitled
to another exemption from the registration requirements of the Securities Act of
1933.  For these  purposes  the term  affiliate  means a person who  directly or
indirectly  controls,  is controlled by or is under common control with Columbus
McKinnon.

                  In  addition,  if you are or become a  director  or officer of
Columbus  McKinnon,  or a  beneficial  owner of 10 percent or more of its common
stock,  you should consider the effect of Section 16 of the Securities  Exchange
Act of 1934, and the rules thereunder,  upon your ability to effect transactions
in the common stock of Columbus McKinnon.


MODIFICATIONS OF THE PLAN
-------------------------

<PAGE>


                  The  Plan  may  be  modified  or  amended  at any  time,  both
prospectively and  retroactively,  and in such a manner as to affect outstanding
Incentive Stock Options,  if such amendment or modification is necessary for the
Plan and the Incentive Stock Options to qualify under the Internal Revenue Code.
Also, the Plan may be abandoned, suspended or terminated at any time except with
respect to any options then outstanding. As noted above, the Plan was terminated
effective  March 1, 1999 and no new options will be granted under the Plan.  All
outstanding  options  remain  outstanding  and will be exercisable in accordance
with the terms of the Plan and any applicable Stock Option Agreement.


OTHER PROVISIONS
----------------


                  Nothing in the Plan or any Stock Option Agreement confers upon
you the right to continue in the  employment  of GL or any other  subsidiary  of
Columbus  McKinnon or restricts the rights of GL or any such other subsidiary to
terminate your employment.

                  You will not have any  rights  as a  stockholder  of  Columbus
McKinnon with respect to any share covered by options  granted to you unless and
until you become a holder of record of such share.


                          FEDERAL INCOME TAX TREATMENT

                  The  following  is a brief  summary of the federal  income tax
aspects of the Plan, based on existing law and regulations  which are subject to
change. The application of state and local income taxes and other federal taxes,
including, without limitation, gift and estate taxes, is not discussed.

                  An optionee who is granted an Incentive Stock Option under the
Plan is not required to recognize  taxable income at the time of the grant or at
the time of exercise.  Under certain circumstances,  however, an optionee may be
subject to the  alternative  minimum  tax with  respect to the  exercise  of his
Incentive Stock Options.  GL is not entitled to a deduction at the time of grant
or at the time of  exercise.  If an  optionee  does not  dispose  of the  shares
acquired  pursuant to the exercise of an Incentive Stock Option before the later
of two years from the date of grant of the  Incentive  Stock Option and one year
from  the  transfer  of the  shares  to him,  any  gain or  loss  realized  on a
subsequent  disposition  of the shares will be treated as capital  gain or loss.
Under such  circumstances,  GL will not be entitled to any deduction for federal
income tax purposes with respect to the Incentive Stock Option.  The shares must
be held for more than one year for the gain or loss realized on the  disposition
to qualify for long-term capital gain or loss treatment.



<PAGE>


                  If an  optionee  disposes  of the  shares  received  upon  the
exercise  of an  Incentive  Stock  Option  either  (1)  within one year from the
transfer of the shares to him or (2) within two years after the Incentive  Stock
Option was granted, the optionee will generally recognize ordinary  compensation
income equal to the lesser of (a) the  difference  between the fair market value
of the  shares on the date the  Incentive  Stock  Option was  exercised  and the
exercise  price of the shares,  and (b) the amount of gain realized on the sale.
Any gain realized in excess of the compensation income recognized,  and any loss
realized,  will be long-term or short-term capital gain or loss,  depending upon
the  length of the  period the  optionee  held the  shares.  If an  optionee  is
required  to  recognize  ordinary   compensation  income  as  a  result  of  the
disposition of shares acquired on the exercise of an Incentive Stock Option,  GL
, subject to any applicable rules otherwise limiting an employer's  deduction of
compensation, will be entitled to a deduction for an equivalent amount.

                  An optionee who is granted a Nonstatutory  Stock Option is not
required to recognize  taxable income at the time of grant,  but, at the time of
exercise,  must include in his gross income, for federal tax purposes, an amount
equal to the  excess  of the fair  market  value  of the  shares  on the date of
exercise over the exercise price paid therefor.  Subject to any applicable rules
otherwise limiting an employer's deduction of compensation,  GL is entitled to a
corresponding deduction for the same amount.

                  The foregoing summary does not purport to be complete, and you
are  advised to  consult  with your  personal  tax  advisor  as to the  specific
consequences to you of the issuance of the options,  the exercise  thereof,  and
the  disposition  of  shares  acquired  upon  such  exercise,  as  well  as  the
consequences under applicable state law.