UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 11-K

/X/ ANNUAL REPORT  PURSUANT TO SECTION 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934 [NO FEE REQUIRED]

                    For the fiscal year ended March 31, 1999

/ / TRANSITION  REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]

                  For the transition period from        to

                    Commission file number


A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan
                       Restatement Effective April 1, 1989

B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:

                          COLUMBUS McKINNON CORPORATION
                         140 John James Audubon Parkway
                             Amherst, NY 14228-1197


<PAGE>



                       Financial Statements and Schedules

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                       Years ended March 31, 1999 and 1998
                       with Report of Independent Auditors








<PAGE>


                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                       Financial Statements and Schedules

                       Years ended March 31, 1999 and 1998





                                    CONTENTS


Report of Independent Auditors .........................................1

Financial Statements

Statements of Net Assets Available for Benefits.........................2
Statements of Changes in Net Assets Available for Benefits..............3
Notes to Financial Statements...........................................4

Schedules

Item 27a - Schedule of Assets Held for Investment Purposes.............10
Item 27d - Schedule of Reportable Transactions.........................11























<PAGE>


                         Report of Independent Auditors

The Pension Committee
Columbus McKinnon Corporation
   Employee Stock Ownership Plan

We have audited the accompanying statements of net assets available for benefits
of the Columbus McKinnon  Corporation Employee Stock Ownership Plan (ESOP) as of
March 31,  1999 and 1998,  and the related  statements  of changes in net assets
available for benefits for the years then ended. These financial  statements are
the responsibility of the ESOP's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the ESOP at
March  31,  1999 and 1998,  and the  changes  in its net  assets  available  for
benefits  for the years  then  ended,  in  conformity  with  generally  accepted
accounting principles.

Our audits  were made for the  purpose  of  forming an opinion on the  financial
statements taken as a whole. The accompanying  supplemental  schedules of assets
held for investment  purposes as of March 31, 1999, and reportable  transactions
for the year then  ended,  are  presented  for  purposes of  complying  with the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the financial statements.  The supplemental  schedules have been subjected to
the auditing  procedures  applied in our audit of the 1999 financial  statements
and, in our opinion,  are fairly stated in all material  respects in relation to
the 1999 financial statements taken as a whole.


                                                      /s/ Ernst & Young LLP
Buffalo, New York
June 11, 1999



                                                                               1

<PAGE>
<TABLE>
<CAPTION>
                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                 Statements of Net Assets Available for Benefits


                                                                     MARCH 31
                                                                1999          1998
                                                      ---------------------------------

ASSETS
<S>                                                        <C>           <C>

Cash ...................................................   $     4,544   $        50
Investments:
   Columbus McKinnon Corporation common stock at market:
       Allocated (cost  - $6,698,620 in 1999 and
         $6,124,294 in 1998) ...........................    17,844,495    23,521,768
       Unallocated (cost - $9,864,296 in 1999 and
         $3,202,156 in 1998; held in suspense account) .    14,256,148     8,940,030
                                                           -----------   -----------
                                                            32,100,643    32,461,798
   Stable asset fund at market .........................       100,166        85,604
Employer contribution receivable .......................        29,975        18,116
Interest receivable ....................................         2,137         2,127
                                                           -----------   -----------
Total assets ...........................................   $32,237,465   $32,567,695
                                                           ===========   ===========


LIABILITIES AND NET ASSETS
   AVAILABLE FOR BENEFITS
Exempt loans payable ...................................   $10,523,255   $ 3,764,789
Accrued interest payable ...............................        29,975        18,116
                                                           -----------   -----------
Total liabilities ......................................    10,553,230     3,782,905

Net assets available for benefits:
   Allocated ...........................................    17,951,342    23,609,549
   Unallocated .........................................     3,732,893     5,175,241
                                                           -----------   -----------
Total net assets available for benefits ................    21,684,235    28,784,790
                                                           -----------   -----------
Total liabilities and net assets available for benefits    $32,237,465   $32,567,695
                                                           ===========   ===========


See accompanying notes.
</TABLE>








                                                                               2

<PAGE>
<TABLE>
<CAPTION>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

           Statements of Changes in Net Assets Available for Benefits


                                                                 YEAR ENDED MARCH 31
                                                                 1999           1998
                                                        ---------------------------------

Additions:
<S>                                                        <C>             <C>

   Employer contributions ..............................   $  1,186,271    $  1,007,383
   Dividend income .....................................        355,508         338,861
   Interest income .....................................          3,219           5,436
                                                           ------------     -----------
Total additions ........................................      1,544,998       1,351,680

Deductions:
   Participant termination payments ....................      1,383,517         923,965
   Interest expense on exempt loans payable.............        594,271         415,383
   Transfer to other qualified plan ....................        101,600            --
   Administrative expense ..............................          5,273           2,814
                                                           ------------     -----------
Total deductions .......................................      2,084,661       1,342,162

Net (depreciation) appreciation in fair
   value of investments ................................     (6,560,892)     11,638,204
                                                           ------------     -----------
Net (decrease) increase in assets available
   for benefits ........................................     (7,100,555)     11,647,722

Net assets available for benefits:
Beginning of year ......................................     28,784,790      17,137,068
                                                           ------------    ------------
End of year ............................................   $ 21,684,235    $ 28,784,790
                                                           ============    ============


See accompanying notes.
</TABLE>














                                                                               3

<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                          Notes to Financial Statements

                             March 31, 1999 and 1998


1.     DESCRIPTION OF THE PLAN AND MAJOR PLAN PROVISIONS

The Columbus  McKinnon  Corporation  Employee  Stock  Ownership  Plan (ESOP),  a
defined  contribution  plan,  was  established  as  a  result  of  amending  the
previously  existing Columbus McKinnon  Corporation  Personal Retirement Account
Plan (PRA Plan),  effective  November 1, 1988. The PRA Plan was restated and its
assets became part of the ESOP. The ESOP is an employee stock ownership plan and
a stock  bonus plan  within  the  meanings  of the  applicable  sections  of the
Internal  Revenue Code of 1986,  as amended.  It is also an eligible  individual
account plan as defined in the  applicable  section of the  Employee  Retirement
Income Security Act of 1974 (ERISA).

The plan  was  amended  effective  February  23,  1996 and  October  1,  1996 to
incorporate  valuation  and  distribution  procedures  as required  for a public
entity. The Plan was also amended effective April 1, 1998, to extend coverage to
all domestic  non-union  employees of the Durbin Durco and Positech Divisions of
Columbus  McKinnon  Corporation (the  Company/CMC),  and all domestic  non-union
employees of Yale Industrial Products, Inc.

In accordance  with the plan  document,  employees who have attained 55 years of
age and ten years of  participation in the Plan have the option to diversify the
investments in their stock  accounts by selling a specified  percentage of their
shares at the current market value and transferring the sale proceeds to another
defined  contribution  plan  maintained  by the  Company.  As of March 31, 1999,
$101,600 has been transferred to the Company's thrift 401(k) plan.

A summary of the ESOP's  provisions  follows.  Refer to the ESOP document or the
summary plan description (SPD) for a complete description of provisions.

PARTICIPATION

Substantially  all  of  Columbus  McKinnon   Corporation's   domestic  non-union
employees are eligible to participate in the ESOP,  excluding domestic employees
of certain companies acquired in fiscal 1998 and 1999.

Eligible  employees  must  have  attained  age  21 and  completed  one  year  of
eligibility service to be a participant.




                                                                               4

<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                    Notes to Financial Statements (continued)


1.     DESCRIPTION OF THE PLAN AND MAJOR PLAN PROVISIONS (CONTINUED)

VESTING OF PARTICIPANTS

A participant will be fully vested and will have a  non-forfeitable  interest in
the  participant's  account  balance  upon  completion  of five years of vesting
service,  excluding  any service  rendered  prior to the calendar  year in which
he/she attained age 18, or upon attainment of normal retirement age while in the
employ of the Company or any affiliated  company.  For  participants  with prior
employment with the Company in an ineligible classification or with an affiliate
of the  Company,  such  employment  shall  be  included  in the  calculation  of
eligibility and vesting service.

RETIREMENT AND TERMINATION OF EMPLOYMENT

Upon a vested  participant's  termination,  the value of his/her account will be
distributed  if the  value  of the  account  is  less  than  $5,000  or,  at the
participant's  option,  either  immediately  or  at  any  valuation  date  until
retirement,  as provided in the ESOP. A retiree may elect to defer  distribution
up to 69 1/2 years of age, where at the following valuation date distribution is
mandatory. Valuation dates for share distribution are September 30 and March 31.
During  1999,   $1,383,517,   or  58,739  shares,  were  distributed  to  vested
participants  in the form of stock  certificates  ($923,965  or  44,617  shares,
distributed  in 1998).  This  resulted in the sale of 27 shares held by the ESOP
back to the Company for $637 in 1999 as a result of fractional shares (27 shares
for $578 in 1998). At March 31, 1999, $1,249,077 ($792,339 at March 31, 1998) is
included in the ESOP assets for future distribution to terminated participants.

Forfeiture  of a  non-vested  interest  shall  occur  in the  fifth  consecutive
calendar  year  following a break in service.  The  forfeited  accounts  will be
allocated among the accounts of active participants. At March 31, 1999, the ESOP
assets include $212,574 ($249,682 at March 31, 1998) of undistributed  forfeited
accounts.

ALLOCATION TO PARTICIPANT ACCOUNTS

As of each valuation date (March 31), each participant  account is appropriately
adjusted to reflect any  contributions or stock to be allocated as of such date,
the income of the trust fund  during the period and the  increase or decrease in
the fair market value of the trust fund during the period.  The allocation  will
be based on the  fraction,  the numerator of which is the  participant's  annual
earnings for the  preceding  calendar year and the  denominator  of which is the
aggregate annual earnings for such calendar year of all participants entitled to
an allocation.

                                                                               5

<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                    Notes to Financial Statements (continued)


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS

The ESOP's investment in Columbus McKinnon  Corporation  common stock is at fair
market value as of March 31, 1999 and 1998 based on quoted  market  prices.  The
investment  in the  Stable  Asset  Fund is also  reported  at  market  value  as
determined by open trading.

CONTRIBUTIONS

The Company  will  contribute  to the ESOP such amount as its Board of Directors
shall determine. Each participant (a) who is actively employed as an employee on
the  allocation  date  (December  31) and who has earned at least 1,000 hours of
service as an employee in the calendar  year ending on the  allocation  date, or
(b) who  terminates  employment  on or after  January 1 during a plan year after
attaining age 60 and completing at least five years of eligibility  service,  or
(c) who dies on or after  January 1 during a plan year,  after  attaining age 60
and completing at least five years of eligibility service,  shall be entitled to
share in the contributions made for such plan year.  Contributions shall be made
in cash or in shares of stock as determined by the Company, and need not be made
out of current or accumulated earnings and profits.

DIVIDENDS

Dividends  paid on stock  allocated  to a  participant's  stock  account will be
allocated to the  participant's  nonstock  account.  The pension  committee  may
direct that such dividends shall be either (a) paid directly to the participant,
former  participant,  or beneficiary  within 90 days after the close of the plan
year in which such  dividend  was paid,  or (b) applied as payment on the exempt
loans. Dividends paid on unallocated stock held by the trustee and acquired with
the proceeds of an exempt loan shall be held by the trustee until the end of the
plan year in which it was paid,  and then,  along with any interest or earnings,
be applied as payment on the exempt loans which shall trigger a release of stock
from the suspense account.

ESOP TERMINATION

The Company intends to continue the ESOP indefinitely, but reserves the right to
terminate it at any time. If the ESOP is terminated,  each participant  shall be
fully and nonforfeitably vested in his interest in the ESOP trust fund.


                                                                               6

<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                    Notes to Financial Statements (continued)


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets  and  liabilities  at the date of the  financial  statements.
Estimates  also  affect the  reported  amounts of revenue and  expenses.  Actual
results could differ from those estimates.


3.     EMPLOYER CONTRIBUTIONS

The employer  contribution  to the ESOP for the March 31, 1999 plan year end was
$1,186,271  ($1,007,383  in 1998).  This  includes  interest on the exempt loans
payable  April 1,  1999;  therefore,  a  contribution  receivable  from the ESOP
sponsor in the amount of $29,975 has been  recognized at March 31, 1999 ($18,116
at March  31,  1998  for  interest  due  April 1,  1998).  Participants  are not
permitted to make contributions to the ESOP.


4.     INVESTMENTS

At March 31,  1999 and 1998,  the assets of the ESOP Plan  consist  of  Columbus
McKinnon Corporation common stock and a stable asset fund with Fleet Bank.

The fair value of individual investments that represent 5% or more of the Plan's
assets at the plan years ended March 31, 1999 and 1998, are as follows:

                                                     1999              1998
                                              ---------------------------------

Columbus McKinnon Corporation common stock    $    32,100,643  $     32,461,798









                                                                               7

<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                    Notes to Financial Statements (continued)


5.     EXEMPT LOANS PAYABLE AND SHARE RELEASE

On October 27, 1994, the ESOP obtained  $6,000,000 of new debt  ($2,000,000 from
Marine Midland Bank and $4,000,000  from Fleet Bank).  The Fleet loan is payable
in quarterly  installments  of $103,000  through  January 2002,  and $770,627 in
April 2002,  plus  interest at a Eurodollar  rate based upon LIBOR plus a spread
determined  by the Company's  leverage  ratio (6.62% and 7.34% at March 31, 1999
and 1998, respectively). The Marine loan is payable in quarterly installments of
$45,000  through  January 2002,  and $328,257 in April 2002,  plus interest at a
Eurodollar  rate  based upon LIBOR  plus a spread  determined  by the  Company's
leverage ratio (6.62% and 7.34% at March 31, 1999 and 1998, respectively).

On October 13, 1998, the ESOP obtained  $7,682,281 of new debt from the Company.
The CMC loan is payable in quarterly installments of interest only through April
2002, and thereafter  quarterly  installments of $150,000 through July 2014, and
$298,371  in October  2014,  plus interest at the prime rate (7.75% at March 31,
1999).

In October 1994 and October 1998, the ESOP purchased 609,144 and 479,900 shares,
respectively,  of common stock of the Company with the debt proceeds, which were
recorded  by the  trustee  in the  suspense  account.  Such  stock  ceases to be
collateral  and is  released  from the  suspense  account as the exempt  loan is
repaid.  In each year prior to full payment of the loan, the number of shares of
stock  released  will  equal the  number of shares of stock  held as  collateral
immediately  before the  release  for such plan year  multiplied  by the release
fraction.

Employer  contributions  of $592,000 were applied to principal in 1999 and 1998.
Employer contributions of $594,271 and $415,383 were applied to interest in 1999
and 1998,  respectively.  Dividend and interest  income of $331,815 and $325,161
was applied to principal in 1999 and 1998,  respectively.  The loans,  which are
guaranteed by the Company,  are collateralized by an equivalent number of shares
of common stock recorded by the trustees in a suspense account.










                                                                               8

<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan

                    Notes to Financial Statements (continued)


5. EXEMPT LOANS PAYABLE AND SHARE RELEASE (CONTINUED)

The  numerator of the release  fraction is the amount of principal  and interest
payments  made toward the loan during the plan year and the  denominator  is the
sum of the numerator plus the principal and interest  payments to be made on the
loan in the future,  using the interest  rate  applicable at the end of the plan
year.  Shares of stock released from the suspense  account for a plan year shall
be held in the trust on an  unallocated  basis  until  allocated  by the pension
committee  as of the  last  day of that  plan  year.  That  allocation  shall be
consistent  with  the  method  for  allocating  contributions  to  participants'
accounts,  which is based on a fraction of each  participant's  annual  earnings
during the preceding  calendar year to the total earnings of those  participants
during such calendar  year.  The  allocation of shares  released  resulting from
dividends  on  participants'  allocated  shares,  however,  was  based  upon the
fraction of each participant's allocated shares to the total number of allocated
shares.

As of March  31,  1999,  708,382  shares  were held as  collateral  for the loan
(325,092 shares held as of March 31, 1998); 96,610 shares were released from the
suspense  account in 1999 (101,416 shares  released in 1998).  These shares were
allocated to participant accounts as of March 31, 1999.


6.     TAX STATUS

The Plan has received a determination  letter from the Internal  Revenue Service
dated July 28, 1997,  stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code of 1986 (the "Code") and that the trust, therefore, is
exempt from taxation under Section 501(a) of the Code. Once qualified,  the Plan
is required  to operate in  conformity  with the Code and ERISA to maintain  its
tax-exempt  status.  The Plan was amended  subsequent  to the IRS  determination
letter.  Therefore,  the amendments are not covered by the determination letter.
The  administrator is not aware of any course of action or series of events that
have occurred that might adversely affect the Plan's qualified status.










                                                                               9
<PAGE>















                                    Schedules































<PAGE>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan
                                 EIN: 16-0547600
                                  Plan No. 016

           Item 27a - Schedule of Assets Held for Investment Purposes

                                 March 31, 1999


IDENTITY OF ISSUE       DESCRIPTION OF INVESTMENT          COST    CURRENT VALUE
------------------      -------------------------     ------------ -------------

*Columbus McKinnon      Employer Common Stock,
   Corporation            1,595,066 shares            $ 16,562,916   $32,100,643

Fleet Investment        Stable Asset Fund             $    100,166   $   100,166
   Services


* Indicates a party-in-interest






























                                                                              10
<PAGE>
<TABLE>
<CAPTION>

                          Columbus McKinnon Corporation
                          Employee Stock Ownership Plan
                                 EIN: 16-0547600
                                  Plan No. 016

                 Item 27d - Schedule of Reportable Transactions

                        For the year ended March 31, 1999




        Identity of                Description           Number         Number         Total              Total            Net
      Party Involved                of Assets          of Purchases    of Sales      Purchases            Sales         Gain (Loss)
---------------------------   ---------------------   -------------  ------------  -------------      ------------    --------------
<S>                           <C>                     <C>            <C>           <C>                <C>             <C>

Columbus McKinnon             Columbus McKinnon
                               Corp Common
                               Stock 486,426
                               shares                       3              2          $7,682,000        $  101,600        $  (2,030)


</TABLE>
























                                                                              11
<PAGE>
                                   SIGNATURES

          The Plan.  Pursuant to the requirements of the Securities Exchange Act
of 1934,  the trustees (or other  persons who  administer  the employee  benefit
plan)  have duly  caused  this  annual  report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  COLUMBUS McKINNON CORPORATION
                                  EMPLOYEE STOCK OWNERSHIP PLAN
                                  RESTATEMENT EFFECTIVE APRIL 1, 1989




                                  By: /s/ Timothy R. Harvey
                                      ----------------------------------
                                      Timothy R. Harvey, Trustee


                                      /s/ Karen L. Howard
                                      ----------------------------------
                                      Karen L. Howard, Trustee


                                      /s/ Robert L. Montgomery, Jr.
                                      ----------------------------------
                                      Robert L. Montgomery, Jr., Trustee


                                      /s/ Neal E. Wixson
                                      ----------------------------------
                                      Neal E. Wixson, Trustee


<PAGE>





                         CONSENT OF INDEPENDENT AUDITORS


We consent to the  incorporation by reference in (a) the Registration  Statement
(Form S-8 No.  333-3212)  pertaining to the Columbus  McKinnon  Corporation 1995
Incentive  Stock Option Plan, the Columbus  McKinnon  Corporation  Non-Qualified
Stock Option Plan, the Columbus McKinnon  Corporation  Restricted Stock Plan and
the Columbus  McKinnon  Corporation  Employee Stock  Ownership Plan  Restatement
Effective  April  1,  1989  of  Columbus   McKinnon   Corporation  and  (b)  the
Registration Statement(Form S-8 No. 333-81719) pertaining to the Options assumed
by Columbus McKinnon Corporation originally granted under the G.L. International
Inc.  1997 Stock Option Plan and the Larco  Industrial  Services Ltd. 1997 Stock
Option Plan of our report  dated June 11, 1999,  with  respect to the  financial
statements  and schedules of the Columbus  McKinnon  Corporation  Employee Stock
Ownership  Plan  included in this Annual  Report  (Form 11-K) for the year ended
March 31, 1999.


                                                         /s/ Ernst & Young LLP



Buffalo, New York
June 29, 1999