Exhibit 10.35


                COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 13 OF THE 1998 PLAN RESTATEMENT


     Columbus  McKinnon  Corporation  (the  "Corporation")   hereby  amends  the
Columbus McKinnon  Corporation  Thrift 401(K) Plan (the "Plan"),  as amended and
restated in its entirety  effective  January 1, 1998, and as further  amended by
Amendment  Nos.  1through 13, as permitted  under  Section 14.1 of the Plan,  as
follows:

     This amendment of the Plan (hereinafter  referred to as the "Amendment") is
adopted  to  reflect  the final  regulations  for  retirement  plans  containing
contributions  under  Sections  401(k) and 401(m) of the  Internal  Revenue Code
published by the  Department of the Treasury on December 29, 2004. The Amendment
is  intended  as good  faith  compliance  with  the  requirements  of the  final
regulations.  The Amendment  shall be effective for plan years  beginning  after
December 31, 2004,  except as otherwise  provided below, and shall supersede any
inconsistent provisions of the Plan.

     1. Section 3.1,  entitled "Salary Reduction  Contributions,"  is amended by
adding the following subsection (f) at the end thereof:

     "(F) TIMING OF  CONTRIBUTIONS.  NOTWITHSTANDING  ANY OTHER PROVISION OF THE
          ------------------------
PLAN  TO  THE  CONTRARY,   EXCEPT  FOR  OCCASIONAL,   BONA  FIDE  ADMINISTRATIVE
CONSIDERATIONS   AS  SET  FORTH  IN  TREASURY   REGULATIONS,   SALARY  REDUCTION
CONTRIBUTIONS  CANNOT  PRECEDE THE EARLIER OF (1) THE DATE ON WHICH THE SERVICES
ARE PERFORMED FOR WHICH THE CONTRIBUTIONS ARE MADE, OR (2) THE DATE ON WHICH THE
BASE PAY THAT IS SUBJECT TO THE SALARY  REDUCTION  ELECTION  WOULD BE PAYABLE TO
THE EMPLOYEE IN THE ABSENCE OF THE SALARY REDUCTION ELECTION."

     2. Section 4.2,  entitled  "Nondiscrimination  Requirements," is amended by
revising Section 4.2(c)(6)(B) to read as follows:

               "(B)   PARTICIPATION   IN  OTHER  PLANS  BY  HIGHLY   COMPENSATED
                      ----------------------------------------------------------
          EMPLOYEES. IF SALARY REDUCTION CONTRIBUTIONS OR MATCHING CONTRIBUTIONS
          ---------
          ARE MADE FOR A PLAN YEAR FOR A HIGHLY  COMPENSATED  EMPLOYEE  WHO ALSO
          PARTICIPATES  DURING THE SAME PLAN YEAR IN ONE OR MORE OTHER  PLANS OF
          THE  CORPORATION  OR AN  AFFILIATE  THAT  INCLUDES A CASH OR  DEFERRED
          ARRANGEMENT  DESCRIBED  IN  SECTION  401(K)  OF THE  CODE OR  EMPLOYEE
          CONTRIBUTIONS OR EMPLOYER MATCHING CONTRIBUTIONS  DESCRIBED IN SECTION
          401(M) OF THE CODE,  THE ACTUAL  DEFERRAL  RATIO  (SECTION  1.4(A)) OR
          ACTUAL  CONTRIBUTION  RATIO (SECTION 1.3(A)) OF THE HIGHLY COMPENSATED
          EMPLOYEE  FOR PURPOSES OF THIS SECTION 4.2 SHALL BE COMPUTED AS IF ALL
          SUCH PLANS WERE PART OF THIS PLAN. NOTWITHSTANDING ANY OTHER PROVISION
          OF  THE  PLAN  TO  THE  CONTRARY,  IF A  HIGHLY  COMPENSATED  EMPLOYEE
          PARTICIPATES  IN TWO OR MORE CASH OR DEFERRED  ARRANGEMENTS  THAT HAVE
          DIFFERENT PLAN YEARS, ALL ELECTIVE DEFERRALS MADE DURING THE PLAN YEAR
          UNDER ALL SUCH ARRANGEMENTS SHALL BE AGGREGATED."

<PAGE>


     3. Section 4.4, entitled "Distribution of Excess Contributions," is amended
by revising Section 4.4(d)(1) to read as follows:

     "(1) STANDARD ALLOCATION METHOD. EXCESS CONTRIBUTIONS SHALL BE ADJUSTED FOR
          --------------------------
ANY INCOME OR LOSS UP TO THE DATE OF DISTRIBUTION.  THE INCOME OR LOSS ALLOCABLE
TO EXCESS ELECTIVE  DEFERRALS IS THE SUM OF: (I) THE INCOME OR LOSS ALLOCABLE TO
THE  PARTICIPANT'S  SALARY REDUCTION  CONTRIBUTION  ACCOUNT FOR THE TAXABLE YEAR
MULTIPLIED BY A FRACTION,  THE NUMERATOR OF WHICH IS EXCESS CONTRIBUTION FOR THE
YEAR  AND  THE  DENOMINATOR  OF  WHICH  IS  THE  PARTICIPANT'S  ACCOUNT  BALANCE
ATTRIBUTABLE TO SALARY REDUCTION  CONTRIBUTIONS  WITHOUT REGARD TO ANY INCOME OR
LOSS  OCCURRING  DURING  SUCH  TAXABLE  YEAR,  AND (II) 10 PERCENT OF THE AMOUNT
DETERMINED UNDER "(I)" MULTIPLIED BY THE NUMBER OF WHOLE CALENDAR MONTHS BETWEEN
THE END OF THE PARTICIPANT'S TAXABLE YEAR AND THE DATE OF DISTRIBUTION, COUNTING
THE MONTH OF  DISTRIBUTION  IF  DISTRIBUTION  OCCURS  AFTER THE 15TH DAY OF SUCH
MONTH. THE PLAN WILL NOT FAIL TO USE A REASONABLE METHOD OF COMPUTING THE INCOME
ALLOCABLE TO EXCESS  CONTRIBUTIONS MERELY BECAUSE THE INCOME ALLOCABLE TO EXCESS
CONTRIBUTIONS IS DETERMINED ON A DATE THAT IS NO MORE THAN SEVEN DAYS BEFORE THE
DISTRIBUTION."


     WITNESS  WHEREOF,  this instrument of amendment has been executed by a duly
authorized officer of the Corporation this 21 day of December, 2006.

                                  COLUMBUS McKINNON CORPORATION

                                  By  /S/ Timothy R. Harvey
                                      ------------------------------

                                  Title  Secretary
                                       -----------------------------