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


                          COLUMBUS MCKINNON CORPORATION

                         LARCO INDUSTRIAL SERVICES LTD.
                             1997 STOCK OPTION PLAN

                                  INTRODUCTION

                  This prospectus provides important  information  regarding the
Larco  Industrial  Services Ltd. 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.  "Larco"  refers to Larco
Industrial Services Ltd.

                       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
Quarterly  Reports on Form                    10-Q Quarters ended June 28, 1998;


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                                              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 Larco on
March 26, 1997 for the purposes set forth below. However, the Board of Directors
terminated the Plan effective March 1, 1999,  pursuant to an arrangement whereby
Larco became an indirect  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 62,249 shares of the  Company's  common stock
are covered by such outstanding options.



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                  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  Larco  and  its
                           affiliates, as defined in the Plan,

                  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
                           Larco  and  its  affiliates  by  providing  them  a
                           proprietary interest in Larco

The Plan was  designed  to enhance  Larco'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 Larco 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 Larco,  members of the  Committee  serve for one-year  terms and
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



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                  o         prescribe rules and regulations relating to the Plan

                  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  has
granted  options  to  employees  of Larco  who were  determined  by it to be key
employees  on the  date of  grant.  The  Committee  also  granted  options  to a
non-employee director of Larco.


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.

                  (a) EXERCISE  PRICE.  The  Committee  determined  the exercise
prices of options it granted. 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.



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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
Larco or an  affiliate  of Larco.  In the event of your death while  employed by
Larco or an affiliate,  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

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
                           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



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                  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 provided such resale is
effected  in the United  States of America 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
-------------------------

                  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 Larco or any of its affiliates or
restricts the rights of Larco or any affiliate 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.






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                      CANADIAN FEDERAL INCOME TAX TREATMENT

                  The  following  is a brief  summary  of the  Canadian  federal
income tax aspects of the Plan, based on existing law and regulations  which are
subject to change.  The  application  of  provincial  income taxes and any other
taxes, is not discussed.

                  An optionee is not required to recognize taxable income at the
time of grant of an option,  but, at the time of  exercise,  must include in his
gross income,  for Canadian 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 and any amount paid by the optionee to acquire the option.

                  If the exercise  price  related to the option is not less than
the fair market  value of the shares at the time the  agreement  relating to the
option was made and the  optionee  is not  related  to  Columbus  McKinnon,  the
optionee  may deduct an amount  equal to  one-quarter  of the  amount  otherwise
included in his income.

                  Neither Larco nor Columbus McKinnon is entitled to a deduction
for Canadian  federal tax  purposes  with respect to the grant or exercise of an
option.

                  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 any applicable U.S., foreign, provincial, or state law.