<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ----------------

                                   FORM 10-Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  For the quarterly period ended September 30, 2001

                                       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:

                               ----------------

                           ANTHONY CRANE RENTAL, L.P.
             (Exact Name of Registrant as Specified in Its Charter)
                      Doing Business as Maxim Crane Works

              Pennsylvania                             25-1739175
                                          (I.R.S. Employer Identification No.)
     (State or other jurisdictionof
     incorporation or organization)

                              800 Waterfront Drive
                              Pittsburgh, PA 15222
                    (Address of Principal Executive Offices)

                                 (412) 320-4900
               Registrants Telephone Number, Including Area Code:

                               ----------------

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

   Indicate by check mark whether the registrant: (1) has filed all reports
required 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. Yes [X] No [_]

   Aggregate market value of voting partnership interests held by non-
affiliates as of November 13, 2001: not applicable.

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 or regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-Q. [X]

   Number of common partnership interests outstanding as of November 13, 2001:
100

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                         QUARTERLY REPORT ON FORM 10-Q
               For the Quarterly Period Ended September 30, 2001

                               TABLE OF CONTENTS

                                     Part I

<TABLE>
<S>                                                                        <C>
ITEM 1Index to Condensed Consolidated Financial Statements................   2

ITEM 2Management's Discussion and Analysis of Financial Condition and
 Results of Operations....................................................  15

                                    Part II

ITEM 1Legal Proceedings...................................................  19

ITEM 2Changes in Securities...............................................   *

ITEM 3Defaults Upon Senior Securities.....................................   *

ITEM 4Submission of Matters to a Vote of Security Holders.................   *

ITEM 5Other Information...................................................   *

ITEM 6Index to Exhibits and Reports on Form 8-K...........................  19

    Signatures............................................................  20
</TABLE>
--------
*Item not applicable to the Registrant for this filing on Form 10-Q.

   Unless otherwise indicated, the terms "Anthony Crane Rental", "ACR", "Maxim"
and "the Company" refer collectively to Anthony Crane Rental, L.P., and its
subsidiaries.

   Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"the Company expects", "the Company anticipates", "the Company believes", "the
Company estimates", and other phrases of similar meaning. Whether such
statements ultimately prove to be accurate depends upon a variety of factors
that may affect the business and operations of the Company.

                                       1
<PAGE>

                                     PART I

ITEM 1.

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Condensed Consolidated Balance Sheets as of September 30, 2001
 (Unaudited) and December 31, 2000.......................................    3

Condensed Consolidated Statements of Operations for the Three Months
 Ended September 30, 2001 and 2000 (Unaudited)...........................    4

Condensed Consolidated Statements of Operations for the Nine Months Ended
 September 30, 2001 and 2000 (Unaudited).................................    5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
 September 30, 2001 and 2000 (Unaudited).................................    6

Notes to Condensed Consolidated Financial Statements.....................    7
</TABLE>

                                       2
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                      September 30, December 31,
                                                          2001          2000
                                                      ------------- ------------
                                                       (Unaudited)
<S>                                                   <C>           <C>
ASSETS
Current Assets:
  Cash and cash equivalents.........................    $ 28,750      $ 13,135
  Trade accounts receivable, net of allowance for
   doubtful accounts of $3,260 and $3,960,
   respectively.....................................      70,148        72,317
  Other receivables.................................       3,588         3,757
  Prepaid expenses and deposits.....................       5,187         5,873
                                                        --------      --------
    Total current assets............................     107,673        95,082
  Rental equipment, net.............................     503,636       511,141
  Property and equipment, net.......................      62,228        71,043
  Intangible assets, net............................      80,763        84,451
  Debt issuance costs, net..........................      19,278        22,934
  Investment in joint venture.......................       7,105         5,108
  Other assets......................................         655           683
                                                        --------      --------
    Total assets....................................    $781,338      $790,442
                                                        ========      ========

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
  Accounts payable--trade...........................    $ 17,725      $ 23,304
  Accrued interest..................................       8,473        15,130
  Accrued wages and employee benefits...............       5,852         7,557
  Accrued taxes, other than income taxes............       1,996         2,444
  Other accrued liabilities.........................       6,020         5,773
  Current portion of long-term debt (Note 5)........       2,685         2,500
  Current portion of capital lease obligations (Note
   6)...............................................         609           679
                                                        --------      --------
    Total current liabilities.......................      43,360        57,387
Long term debt, less current portion (Note 5).......     758,201       729,250
Long-term obligation under capital leases (Note 6)..       2,766         3,217
Note payable to Bain................................         604           576
Other non-current liabilities.......................       3,388         4,216
                                                        --------      --------
    Total liabilities...............................     808,319       794,646
                                                        --------      --------
Partners' deficit:
  Holding capital...................................     (24,742)       (2,762)
  Partners' receivable..............................      (2,277)       (1,514)
  Accumulated other comprehensive income............          38            72
                                                        --------      --------
    Total partners' deficit.........................     (26,981)       (4,204)
                                                        --------      --------
Total liabilities and partners' deficit.............    $781,338      $790,442
                                                        ========      ========
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       3
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                              Three Months
                                                             Ended September
                                                                   30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Revenues:
  Equipment rentals........................................ $ 96,481  $ 93,277
  Equipment sales..........................................    5,108     6,793
                                                            --------  --------
    Total revenues.........................................  101,589   100,070
                                                            --------  --------
Cost of revenues:
  Cost of equipment rentals................................   68,284    56,029
  Cost of equipment sales..................................    5,312     6,048
                                                            --------  --------
    Total cost of revenues.................................   73,596    62,077
                                                            --------  --------
Gross profit...............................................   27,993    37,993
Selling, general and administrative expenses...............   22,168    18,922
                                                            --------  --------
Income from operations.....................................    5,825    19,071
Interest expense...........................................   16,311    19,338
Other (income) expense, net................................     (350)        2
                                                            --------  --------
Loss before taxes..........................................  (10,136)     (269)
                                                            --------  --------
(Benefit) provision for state taxes........................     (182)       --
                                                            --------  --------
Net loss................................................... $ (9,954) $   (269)
                                                            ========  ========
</TABLE>



   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       4
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                              September 30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Revenues:
  Equipment rentals........................................ $298,670  $268,013
  Equipment sales..........................................   22,741    28,805
                                                            --------  --------
    Total revenues.........................................  321,411   296,818
                                                            --------  --------
Cost of revenues:
  Cost of equipment rentals................................  206,127   165,659
  Cost of equipment sales..................................   21,974    24,587
                                                            --------  --------
    Total cost of revenues.................................  228,101   190,246
                                                            --------  --------
Gross profit...............................................   93,310   106,572
Selling, general and administrative expenses...............   64,598    57,508
                                                            --------  --------
Income from operations.....................................   28,712    49,064
Interest expense...........................................   52,656    55,287
Other (income) expense, net................................   (1,532)      116
                                                            --------  --------
Loss before taxes..........................................  (22,412)   (6,339)
                                                            --------  --------
(Benefit) provision for state taxes........................     (432)      200
                                                            --------  --------
Net loss................................................... $(21,980) $ (6,539)
                                                            ========  ========
</TABLE>



   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       5
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                Nine Months
                                                              Ended September
                                                                    30,
                                                              ----------------
                                                               2001     2000
                                                              -------  -------
                                                                (Unaudited)
<S>                                                           <C>      <C>
Net cash provided by operating activities.................... $24,513  $28,328
                                                              -------  -------
Cash flows from investing activities:
  Cash paid for business acquisitions, net of cash acquired..  (4,844) (20,654)
  Investment in joint venture................................  (1,574)      --
  Proceeds from sale of fixed assets, including rental
   equipment.................................................  14,017   13,558
  Capital expenditures....................................... (42,917) (59,330)
  Purchase of intangibles....................................  (1,064)  (1,663)
  Other......................................................    (208)    (257)
                                                              -------  -------
    Net cash used in investing activities.................... (36,590) (68,346)
                                                              -------  -------
Cash flows from financing activities:
  Change in book overdraft...................................      --   (4,250)
  Proceeds from issuance of debt.............................  91,101   71,500
  Payments on debt........................................... (61,965) (28,375)
  Payments under capital leases..............................    (521)    (806)
  Loans to partners..........................................    (923)      --
                                                              -------  -------
    Net cash provided by financing activities................  27,692   38,069
                                                              -------  -------
Net increase (decrease) in cash and cash equivalents.........  15,615   (1,949)
Cash and cash equivalents, beginning of period...............  13,135    8,980
                                                              -------  -------
Cash and cash equivalents, end of period..................... $28,750  $ 7,031
                                                              =======  =======
Noncash investing and financing activities:
  Expenditures for rental equipment purchases included in
   accounts payable.......................................... $ 1,886  $ 5,690
                                                              =======  =======
  Noncash rental equipment transfers......................... $    --  $ 1,577
                                                              =======  =======
</TABLE>


     The accompanying notes are an integral part of the condensed financial
                                  statements.

                                       6
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 (In thousands)

1.Description of Business

   Anthony Crane Rental, L.P. (the "Partnership") and its subsidiaries, doing
business as Maxim Crane Works ("Maxim"), are engaged in the rental of cranes
and other heavy equipment primarily for industrial maintenance and construction
to a variety of companies in the petrochemical, paper, steel, power generation,
telecommunication, mining and multiple other industries. The Partnership
provides twenty-four hour service, seven days a week to customers principally
in the United States. The Partnership also sells new and used equipment to
commercial construction, industrial and residential users.

2.Basis of Presentation

   The unaudited condensed consolidated financial statements include the
accounts of the Partnership and all of its subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

   The accompanying unaudited condensed consolidated financial statements of
the Partnership have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
During interim periods, the Partnership follows the accounting policies set
forth in its annual report on Form 10-K filed with the Securities and Exchange
Commission. Users of financial information produced for interim periods are
encouraged to refer to the footnotes contained in the Form 10-K when reviewing
interim financial results.

   In the opinion of management, all adjustments that are of a normal and
recurring nature necessary for a fair presentation of the results of operations
of these interim periods have been included. The net loss for the three and
nine month periods ended September 30, 2001 is not necessarily indicative of
the results to be expected for the full fiscal year. The management discussion
and analysis, which follows these notes, contains additional information on the
results of operations and financial position of the Company. Those comments
should be read in conjunction with these financial statements.

3.Impact of Recently Issued Accounting Standards

   In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." These standards require that all business combinations be
accounted for using the purchase method and that all goodwill not be amortized,
but tested periodically for impairment and provide guidelines for new
disclosure requirements. The standards outline the criteria for initial
recognition and measurement of intangibles, assignment of assets and
liabilities including goodwill to reporting units, and goodwill impairment
testing. The provisions of SFAS No. 141 and SFAS No. 142 apply to all business
combinations after June 30, 2001. The provisions of SFAS No. 142 for existing
goodwill and other intangible assets are required to be implemented effective
January 1, 2002. Management has not completed its evaluation of the impact of
the standards on the consolidated financial statements but has determined that
the implementation of SFAS No. 142 will have a material impact on the
consolidated financial statements upon adoption.

                                       7
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


4. Cash Flow Statement

   Supplemental cash flow information with respect to acquisitions was as
follows for the nine months ended September 30:

Details of Acquisitions:
<TABLE>
<CAPTION>
                                                                  2001   2000
                                                                 ------ -------
   <S>                                                           <C>    <C>
   Fair value of assets acquired, net of cash acquired.......... $4,844 $26,133
   Fair value of liabilities assumed............................     --  (5,479)
                                                                 ------ -------
   Cash paid for acquisitions................................... $4,844 $20,654
                                                                 ====== =======
</TABLE>

5.Long-Term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                     September 30, December 31,
                                                         2001          2000
                                                     ------------- ------------
   <S>                                               <C>           <C>
   10 3/8% Company Senior Notes, due 2008 (A).......   $155,000      $155,000
   Senior Credit Facility of the Company (B)
     Revolving Credit Facility......................    310,000       280,500
     Term Loan......................................     50,000        50,000
     First Priority Term Loan.......................    244,375       246,250
   Equipment Note Payable (C).......................      1,511            --
                                                       --------      --------
                                                       $760,886      $731,750
   Less current portion of long-term debt...........      2,685         2,500
                                                       --------      --------
                                                       $758,201      $729,250
                                                       ========      ========
</TABLE>
--------
(A) The Senior Notes of $155 million were issued in connection with the
    Company's recapitalization on July 22, 1998, and will mature on August 1,
    2008. Interest on the Senior Notes accrues at the rate of 10 3/8% per annum
    from the issue date and is payable semi-annually.

  The Senior Notes are not redeemable prior to August 1, 2003. Thereafter,
  the Senior Notes may be redeemed at any time at the option of the Company
  at premium percentages ranging between approximately 105% and 102% (based
  on the year of redemption) if redeemed after August 1, 2003, but before
  August 1, 2006. Subsequent to August 1, 2006, the Senior Notes may be
  redeemed at no premium to the Company. Notwithstanding the foregoing, at
  any time prior to August 1, 2001, the Company may on any one or more
  occasions redeem a total of up to 35% of the aggregate principal amount of
  the Senior Notes originally issued under the Senior Note Indenture at a
  redemption price of approximately 110 3/8% of the principal if that
  redemption is paid for with the proceeds of an equity offering. No
  redemption has occurred.

  The Senior Note Indenture contains certain restrictive covenants that
  limit, among other things, the ability of the Company to make
  distributions, incur additional indebtedness, consolidate or sell
  substantially all of its assets, and enter into transactions with related
  parties.

(B) The Senior Credit Facilities consist of a $425.0 million six-year non-
    amortizing Revolving Credit Facility, a $50.0 million eight-year non-
    amortizing Term Loan and a $250.0 million seven-year First Priority Term
    Loan. The Revolving Credit Facility is available on a revolving basis
    subject to a borrowing base during the period commencing on the date of the
    Closing of the recapitalization transaction (July 22, 1998) and ending on
    the date that is six years after the date of the Closing. At the Company's
    option, loans made

                                       8
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

5.Long-Term Debt (continued)

  under the Revolving Credit Facility bear interest at either (i) the Base
  Rate (defined as the highest of the rate of interest announced publicly by
  Fleet National Bank from time to time as its prime rate or the Federal
  funds effective rate from time to time plus 0.50%) plus a margin of 1.5%,
  subject to adjustment based on a leverage test, or (ii) the reserve-
  adjusted London Interbank Offered Rate ("LIBOR") plus a margin of 2.5%,
  subject to adjustment based on a leverage test. The Term Loan bears
  interest, at the Company's option, at either (i) the Base Rate plus a
  margin of 2.50%, or (ii) the reserve-adjusted LIBOR Rate plus a margin of
  3.50%. The First Priority Term Loan bears interest, at the Company's
  option, at either (i) the Base Rate plus a margin of 2.25%, subject to
  adjustment based on a leverage test, or (ii) the reserve-adjusted LIBOR
  Rate plus a margin of 3.25%, subject to adjustment based on a leverage
  test.

  Revolving loans may be borrowed, repaid and reborrowed from time to time
  until six years after the closing of the Senior Credit Facilities. The Term
  Loan may be repaid at any time but is subject to certain call protections
  and must be repaid in full eight years after the closing of the Senior
  Credit Facilities. The First Priority Term Loans will be amortized equal to
  1% of the aggregate principal amount thereof with the unpaid balance
  thereof payable in full on July 20, 2006.

  The Revolving Credit Facility and First Priority Term Loans are secured by
  a first-priority perfected lien, and the Term Loan is secured by a second-
  priority perfected lien, on all partnership interests of the Company and
  all property and assets (tangible and intangible) of the Company and each
  of its material subsidiaries, including, without limitation, all
  intercompany indebtedness, and all capital stock (or similar equity
  interests owned by the Company) of each of the Company's direct and
  indirect material subsidiaries, whenever acquired and wherever located;
  provided, however, that no more than 65% of the capital stock or similar
  equity interests of non-U.S. subsidiaries, if any, will be required to be
  pledged as security in the event that a pledge of a greater percentage
  would result in increased tax or similar liabilities for the Company and
  its subsidiaries on a consolidated basis or would violate applicable law.

  The Senior Credit Facilities provide for mandatory repayments, subject to
  certain exceptions, of the Revolving Credit Facility and the Term Loan
  based on certain net asset sales outside the ordinary course of business of
  the Company and its subsidiaries and the net proceeds of certain debt and
  equity issuances. Outstanding loans under the Revolving Credit Facility and
  the Term Loan (subject to certain call provisions) are voluntarily pre-
  payable without penalty; provided, however, that LIBOR breakage costs, if
  any, shall be borne by the Company. The Senior Credit Facilities contains
  certain restrictive covenants; the most restrictive of which include
  financial ratios.

  The obligations of the Company under the Senior Notes and Senior Credit
  Facilities are guaranteed on a full, unconditional joint and several basis,
  by all material existing, direct and indirect domestic subsidiaries of the
  Company and will be guaranteed by all material future, direct and indirect
  domestic and foreign subsidiaries of the Company.

(C) The Equipment Note Payable consists of a promissory note with an interest
    rate of 8.54% payable in monthly installments through February 2008. These
    borrowings are collateralized by a security interest in the equipment
    purchased with the proceeds.

  The aggregate principal debt maturities of long-term debt for the next five
  years are as follows:

<TABLE>
   <S>                                                                  <C>
   2001................................................................ $    669
   2002................................................................    2,689
   2003................................................................    2,705
   2004................................................................  312,724
   2005................................................................  236,494
   Thereafter..........................................................  205,605
                                                                        --------
                                                                        $760,886
                                                                        ========
</TABLE>

                                       9
<PAGE>

                          ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                (In thousands)


6. Lease Commitments

   In connection with the acquisitions completed in 2000 and 1999, the
Partnership assumed certain obligations related to capital leases.

   The following is a schedule of future minimum lease payments under the
capital lease agreements together with the present value of the net minimum
lease payments as of June 30, 2001:

<TABLE>
<CAPTION>
Year ending December 31:
------------------------
<S>                                                                      <C>
2001.................................................................... $  192
2002....................................................................    823
2003....................................................................    785
2004....................................................................    892
2005....................................................................    240
Thereafter..............................................................  1,125
                                                                         ------
Total minimum lease payments............................................  4,057
Less amount representing interest.......................................    682
                                                                         ------
Present value of minimum lease payments.................................  3,375
Less current portion....................................................    609
                                                                         ------
                                                                         $2,766
                                                                         ======
</TABLE>

   Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $3,859 and $628, respectively, at September 30,
2001 and $4,266 and $455, respectively, at December 31, 2000.

7. Business Combinations

   On July 2, 2001, the Company acquired certain assets of Head & Engquist
Equipment, L.L.C., doing business as South Texas Equipment Company. The
aggregate purchase price was $4.8 million in cash. The acquisition was
accounted for under the purchase method of accounting and, accordingly, the
purchase price has been allocated to the assets acquired, principally
equipment, based on their estimated fair values at the date of acquisition,
and a non-compete agreement. There was no goodwill recorded as a result of
this acquisition.

8. Contingencies

   The Company is a party to a number of lawsuits and claims arising out of
the usual course of business.

   While the Company cannot predict the outcome of these matters, in the
opinion of management upon advice of counsel, any liability resulting
thereunder will not have a material adverse effect on the Company's business
or financial condition, after giving effect to provisions already recorded.
However, there can be no assurance that an adverse outcome in one or more of
these matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
partners prior to the Company's recapitalization.

   The Company has received a proposed assessment from a state taxing
authority in the amount of $2.4 million, including interest and penalties of
$0.5 million and $0.2 million, respectively, as a result of a state sales and
use tax audit. During the first quarter 2001, the Company recorded a liability
of approximately $1.2 million, of which $0.8 million represents sales tax and
therefore has been capitalized to rental equipment. The liability recorded
represents management's best estimate of the ultimate liability, as management
believes the assessment contains certain errors. Management is presently
reviewing the assessment with the respective state taxing authority.

                                      10
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


9. Subsidiary Guarantors

   All of the Company's subsidiaries are wholly owned and all of the
outstanding debt under the Company's Senior Notes and Senior Credit Facility
are guaranteed on a full, unconditional and joint and several basis by all of
these subsidiaries (the "Guarantor Subsidiaries"). The following summarized
financial information presents the financial position for Holdings, the Company
and Guarantor Subsidiaries as of September 30, 2001 and December 31, 2000, the
results of operations for the three and nine month periods ended September 30,
2001 and 2000 and cash flows for the nine month periods ended September 30,
2001 and 2000. Separate financial statements of the Guarantor Subsidiaries have
not been presented because management believes they are not material to
investors.

   Effective December 31, 2000, Carlisle Equipment Group, L.P. and Carlisle
G.P., L.L.C. (collectively referred to as "Carlisle"), a wholly-owned
subsidiary of the Company entered into a Deed of Distribution and Assumption of
Liabilities, distributing all of its assets to the Company. Accordingly,
Carlisle is no longer a separate subsidiary of the Company.

   The following table summarizes the financial position for the Company and
its guarantor subsidiaries as of September 30, 2001 and December 31, 2000.
<TABLE>
<CAPTION>
                                             September 30, 2001
                              -------------------------------------------------
                                            Other
                              Operating   Guarantor   Intercompany
                               Company   Subsidiaries Eliminations Consolidated
                              ---------  ------------ ------------ ------------
                                                (Unaudited)
<S>                           <C>        <C>          <C>          <C>
BALANCE SHEETS
Assets:
Total current assets........  $103,956     $10,676      $ (6,959)    $107,673
Investment in subsidiaries..    25,677          --       (25,677)          --
Rental equipment, net of
 accumulated depreciation...   489,222      14,414            --      503,636
Property and equipment, net
 of accumulated
 depreciation...............    61,199       1,029            --       62,228
Other assets................   107,801          --            --      107,801
                              --------     -------      --------     --------
  Total assets..............  $787,855     $26,119      $(32,636)    $781,338
                              ========     =======      ========     ========
Liabilities and partners'
 deficit:
Total current liabilities...  $ 49,877     $   442      $ (6,959)    $ 43,360
Long term debt, less current
 portion....................   758,201          --            --      758,201
Other non-current
 liabilities................     6,758          --            --        6,758
                              --------     -------      --------     --------
  Total liabilities.........   814,836         442        (6,959)     808,319
Partners' deficit...........   (26,981)     25,677       (25,677)     (26,981)
                              --------     -------      --------     --------
  Total liabilities and
   partners' deficit........  $787,855     $26,119      $(32,636)    $781,338
                              ========     =======      ========     ========

<CAPTION>
                                             December 31, 2001
                              -------------------------------------------------
<S>                           <C>        <C>          <C>          <C>
Assets:
Total current assets........  $ 93,171     $ 4,843      $ (2,932)    $ 95,082
Investment in subsidiaries..    17,026          --       (17,026)          --
Rental equipment, net of
 accumulated depreciation...   496,121      15,020            --      511,141
Property and equipment, net
 of accumulated
 depreciation...............    70,049         994            --       71,043
Other assets................   113,153          23            --      113,176
                              --------     -------      --------     --------
  Total assets..............  $789,520     $20,880      $(19,958)    $790,442
                              ========     =======      ========     ========
Liabilities and partners'
 deficit:
Total current liabilities...  $ 56,465     $ 3,854      $ (2,932)    $ 57,387
Long term debt, less current
 portion....................   729,250          --            --      729,250
Other non-current
 liabilities................     8,009          --            --        8,009
                              --------     -------      --------     --------
  Total liabilities.........   793,724       3,854        (2,932)     794,646
Partners' deficit...........    (4,204)     17,026       (17,026)      (4,204)
                              --------     -------      --------     --------
  Total liabilities and
   partners' deficit........  $789,520     $20,880      $(19,958)    $790,442
                              ========     =======      ========     ========
</TABLE>

                                       11
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


9. Subsidiary Guarantors (continued)

   The following table summarizes the results of operations for the Company and
its guarantor subsidiaries for the three and nine-month periods ended September
30, 2001 and 2000.

<TABLE>
<CAPTION>
                                                  Other
                          Operating             Guarantor     Interco.
                           Company   Carlisle  Subsidiaries Eliminations Consolidated
                          ---------  --------  ------------ ------------ ------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
STATEMENTS OF OPERATIONS
Total revenues..........  $ 96,693   $    --     $ 4,896      $    --      $101,589
                          --------   -------     -------      -------      --------
Total cost of revenues..    71,503        --       2,093           --        73,596
Selling, general and
 administrative.........    21,665        --         503           --        22,168
                          --------   -------     -------      -------      --------
Income from operations..     3,525        --       2,300           --         5,825
Interest expense and
 other (income) expense,
 net....................    15,961        --          --           --        15,961
                          --------   -------     -------      -------      --------
(Loss) income before
 taxes..................   (12,436)       --       2,300           --       (10,136)
Benefit for state
 taxes..................      (182)       --          --           --          (182)
                          --------   -------     -------      -------      --------
Net (loss) income.......  $(12,254)  $    --     $ 2,300      $    --      $ (9,954)
                          ========   =======     =======      =======      ========

<CAPTION>
                                    Three Months Ended September 30, 2000
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Total revenues..........  $ 66,818   $31,072     $ 4,056      $(1,876)     $100,070
                          --------   -------     -------      -------      --------
Total cost of revenues..    41,200    20,878       1,875       (1,876)       62,077
Selling, general and
 administrative.........    14,110     4,385         427           --        18,922
                          --------   -------     -------      -------      --------
Income from operations..    11,508     5,809       1,754           --        19,071
Interest expense and
 other (income) expense,
 net....................    12,753     6,041         546           --        19,340
                          --------   -------     -------      -------      --------
(Loss) income before
 taxes..................    (1,245)     (232)      1,208           --          (269)
Provision for state
 taxes..................        --        --          --           --            --
                          --------   -------     -------      -------      --------
Net (loss) income.......  $ (1,245)  $  (232)    $ 1,208      $    --      $   (269)
                          ========   =======     =======      =======      ========
<CAPTION>
                                    Nine Months Ended September 30, 2001
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Total revenues..........  $302,989   $    --     $18,422      $    --      $321,411
                          --------   -------     -------      -------      --------
Total cost of revenues..   219,922        --       8,179           --       228,101
Selling, general and
 administrative.........    63,000        --       1,598           --        64,598
                          --------   -------     -------      -------      --------
Income from operations..    20,067        --       8,645           --        28,712
Interest expense and
 other (income) expense,
 net....................    51,130        --          (6)          --        51,124
                          --------   -------     -------      -------      --------
(Loss) income before
 taxes..................   (31,063)       --       8,651           --       (22,412)
Benefit for state
 taxes..................      (432)       --          --           --          (432)
                          --------   -------     -------      -------      --------
Net (loss) income.......  $(30,631)  $    --     $ 8,651      $    --      $(21,980)
                          ========   =======     =======      =======      ========

<CAPTION>
                                    Nine Months Ended September 30, 2000
                          -----------------------------------------------------------
                                                 (Unaudited)
<S>                       <C>        <C>       <C>          <C>          <C>
Total revenues..........  $202,083   $90,061     $10,872      $(6,198)     $296,818
                          --------   -------     -------      -------      --------
Total cost of revenues..   130,494    61,073       4,877       (6,198)      190,246
Selling, general and
 administrative.........    42,901    13,382       1,225           --        57,508
                          --------   -------     -------      -------      --------
Income from operations..    28,688    15,606       4,770           --        49,064
Interest expense and
 other (income) expense,
 net....................    37,043    16,860       1,500           --        55,403
                          --------   -------     -------      -------      --------
(Loss) income before
 taxes..................    (8,355)   (1,254)      3,270           --        (6,339)
Provision for state
 taxes..................       200        --          --           --           200
                          --------   -------     -------      -------      --------
Net (loss) income.......  $ (8,555)  $(1,254)    $ 3,270      $    --      $ (6,539)
                          ========   =======     =======      =======      ========
</TABLE>


                                       12
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


9. Subsidiary Guarantors (continued)

   The following table summarizes the cash flows for the Company and its
guarantor subsidiaries for the nine months ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                   Nine Months Ended September 30, 2001
                         -----------------------------------------------------------
                                                 Other
                         Operating             Guarantor   Intercompany
                          Company   Carlisle  Subsidiaries Eliminations Consolidated
                         ---------  --------  ------------ ------------ ------------
                                                (Unaudited)
<S>                      <C>        <C>       <C>          <C>          <C>
STATEMENTS OF CASH
 FLOWS
Net cash provided by
 operating activities..  $ 16,590   $     --    $ 7,923      $     --     $ 24,513
                         --------   --------    -------      --------     --------
Net cash used in
 investing activities..  $(27,293)  $     --    $(9,297)     $     --     $(36,590)
                         --------   --------    -------      --------     --------
  Net cash provided by
   financing
   activities..........  $ 27,692   $     --    $    --      $     --     $ 27,692
                         ========   ========    =======      ========     ========

<CAPTION>
                                   Nine Months Ended September 30, 2000
                         -----------------------------------------------------------
                                                (Unaudited)
<S>                      <C>        <C>       <C>          <C>          <C>
Net cash (used in)
 provided by operating
 activities............  $(12,446)  $ 21,904    $ 3,524      $ 15,346     $ 28,328
                         --------   --------    -------      --------     --------
Net cash used in
 investing activities..  $(25,915)  $(23,735)   $(3,350)     $(15,346)    $(68,346)
                         --------   --------    -------      --------     --------
Net cash provided by
 financing activities..  $ 37,876   $    193    $    --      $     --     $ 38,069
                         ========   ========    =======      ========     ========
</TABLE>

10. Operating Segment Information

   The Company identifies and manages its business as two operating segments,
equipment rentals and equipment sales.

   The equipment rentals segment is engaged in the rental of cranes and other
heavy equipment primarily for industrial maintenance and construction to a
variety of companies in the petrochemical, paper, steel, power generation,
telecommunication, mining and multiple other industries, primarily throughout
the United States. The equipment sales segment sells new and used equipment to
commercial construction, industrial and residential users.

   The accounting policies of the segments are the same as those of the
Company. The Company evaluates the performance of its segments and allocates
resources to them based on earnings before interest, taxes, depreciation and
amortization (EBITDA), as defined to exclude net gains on sales of used
equipment.

   The Company does not maintain information about assets for its reportable
segments. Accordingly, the items specified in Paragraph 28 of FAS 131 are not
applicable.

                                       13
<PAGE>

                           ANTHONY CRANE RENTAL, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


10. Operating Segment Information (continued)

   The table below presents information about reported segments for the three
and nine-month periods ended September 30:

<TABLE>
<CAPTION>
                                                    Equipment Equipment
                                                     Rentals    Sales    Total
                                                    --------- --------- --------
<S>                                                 <C>       <C>       <C>
Three months ended,
 September 30, 2001:
  Revenues......................................... $ 96,481   $ 5,108  $101,589
  EBITDA........................................... $ 24,885   $  (480) $ 24,405
 September 30, 2000:
  Revenues......................................... $ 93,277   $ 6,793  $100,070
  EBITDA........................................... $ 34,445   $    62  $ 34,507
Nine months ended,
 September 30, 2001:
  Revenues......................................... $298,670   $22,741  $321,411
  EBITDA........................................... $ 82,685   $  (727) $ 81,958
 September 30, 2000:
  Revenues......................................... $268,013   $28,805  $296,818
  EBITDA........................................... $ 92,132   $   947  $ 93,079
</TABLE>

   A reconciliation of total segment EBITDA to total consolidated loss before
taxes, for the three and nine months ended September 30, is as follows.

<TABLE>
<CAPTION>
                                                              2001      2000
                                                            --------  --------
<S>                                                         <C>       <C>
Three months ended September 30,
Total EBITDA for reportable segments....................... $ 24,405  $ 34,507
Depreciation and amortization..............................  (17,828)  (15,453)
Interest...................................................  (16,311)  (19,338)
Net gain/loss on sales of used equipment...................     (464)       56
Other income (loss)........................................       62       (41)
                                                            --------  --------
Consolidated loss before taxes............................. $(10,136) $   (269)
                                                            ========  ========

Nine months ended September 30,
Total EBITDA for reportable segments....................... $ 81,958  $ 93,079
Depreciation and amortization..............................  (51,735)  (45,110)
Interest...................................................  (52,656)  (55,287)
Net gain/loss on sales of used equipment...................     (681)    1,073
Other income (loss)........................................      702      (294)
                                                            --------  --------
Consolidated loss before taxes............................. $(22,412) $ (6,539)
                                                            ========  ========
</TABLE>

                                       14
<PAGE>

ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended September 30, 2001 Compared to the Three Months Ended
September 30, 2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $3.2
million, or 3.4%, to $96.5 million for the quarter ended September 30, 2001, as
compared to $93.3 million for the same period in the prior year. This increase
is primarily the result of incremental revenues generated by the acquisitions
completed in the second half of 2000.

   Equipment Sales: Revenues from equipment sales decreased $1.7 million, or
24.8%, to $5.1 million for the quarter ended September 30, 2001, as compared to
$6.8 million for the same period in the prior year. This decrease is primarily
the result of a decrease in volume of equipment sales under the Company's fleet
management program.

   Total Revenues: Based on the foregoing, total revenues increased $1.5
million, or 1.5%, to $101.6 million for the quarter ended September 30, 2001,
as compared to $100.1 million for the quarter ended September 30, 2000.

   Gross Profit: Gross profit from equipment rentals decreased $9.0 million, or
24.2%, to $28.2 million for the quarter ended September 30, 2001, as compared
to $37.2 million for the same period in the prior year. As a percent of rental
revenues, gross profit from equipment rentals decreased to 29.2% for the
quarter ended September 30, 2001, as compared to 39.9% for the quarter ended
September 30, 2000. This decrease in gross profit margins principally reflected
the following factors. First, the Company experienced higher direct labor costs
and direct operating costs as a result of softening markets and lower equipment
utilization. Secondly, the lower gross profit margin percentage was also
impacted to a lesser degree by higher depreciation expense on rental equipment
as a result of the acquisitions completed in 2000 and 2001 and capital
expenditures.

   Gross profit from equipment sales decreased $.9 million, or 127.4%, to $(.2)
million for the quarter ended September 30, 2001, as compared to $.7 million
for the same period in the prior year. As a percent of equipment sales, gross
profit margin decreased from 11.0% for the quarter ended September 30, 2000, to
(4.0)% for the quarter ended September 30, 2001. This decrease in gross profit
reflects lower sales prices generated from equipment sales during the quarter.
The decrease in price is due to the age and type of equipment being sold under
the company's fleet management program as well as softer new equipment pricing.

   Based on the foregoing, gross profit decreased $10.0 million, or 26.3%, to
$28.0 million for the quarter ended September 30, 2001, as compared to $38.0
million for the same period in the prior year.

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $3.2 million, or 17.1%, to $22.2 million for
the quarter ended September 30, 2001, as compared to $18.9 million for the same
period in the prior year. This increase is primarily attributable to an
increase in employee-related costs and facility costs for the Company.
Additionally, the Company's insurance costs increased as a result of the
tightening insurance market. As a percent of total revenues, selling, general
and administrative expenses increased to 21.8% for the quarter ended September
30, 2001, as compared to 18.9% for the same period in the prior year.

   Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) decreased $10.1
million, or 29.4%, to $24.4 million for the quarter ended September 30, 2001,
as compared to $34.5 million for the same period in the prior year. EBITDA from
equipment rentals (as further defined to exclude gains on the sale of new
equipment) decreased $9.6 million, or 28.4%, to $24.2 million for the quarter
ended September 30, 2001, as compared to $33.8 million for the same period in
the prior year. As a percent of rental revenues, EBITDA from rental operations
decreased to 25.8% for the quarter ended September 30, 2001, as compared to
36.2% for the same period in the prior year. This decrease is due to the
factors discussed above.

                                       15
<PAGE>

   Interest Expense: Interest expense decreased $3.0 million, or 15.7%, to
$16.3 million for the quarter ended September 30, 2001, as compared to $19.3
million for the same period in the prior year. This decrease is primarily
attributable to a decrease in interest rates during the period, offset by an
increase in the outstanding debt levels as a result of acquisitions completed
in the second half of 2000 and in July 2001 and the Company's continued
investment in rental equipment.

   Net Loss: Net loss increased $9.6 million, to a net loss of $9.9 million for
the quarter ended September 30, 2001, as compared to a net loss of $.3 million
for the same period in the prior year, as a result of the factors discussed
above.

Nine Months Ended September 30, 2001 Compared to the Nine Months Ended
September 30, 2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $30.7
million, or 11.4%, to $298.7 million for the nine months ended September 30,
2001, as compared to $268.0 million for the same period in the prior year. This
increase is primarily the result of incremental revenues generated by the
companies acquired in 2000, as well as internal growth of the Company's
existing yards.

   Equipment Sales: Revenues from equipment sales decreased $6.1 million, or
21.0%, to $22.7 million for the nine months ended September 30, 2001, as
compared to $28.8 million for the same period in the prior year. This decrease
is primarily due to a decrease in sales volume for both new equipment and used
equipment sold as part of the Company's fleet management program, as well as
overall softer pricing.

   Total Revenues: Based on the foregoing, total revenues increased $24.6
million, or 8.3%, to $321.4 million for the nine months ended September 30,
2001, as compared to $296.8 million for the same period in the prior year.

   Gross Profit: Gross profit from equipment rentals decreased $9.8 million, or
9.6%, to $92.5 million for the nine months ended September 30, 2001, as
compared to $102.3 million for the same period in the prior year. As a percent
of equipment rental revenues, gross profit from equipment rentals decreased
from 38.2% for the nine months ended September 30, 2000, compared to 31.0% for
the nine months ended September 30, 2001. This decrease in gross profit margins
principally reflected the following factors. First, the Company experienced
higher direct labor costs as a result of a higher percentage of operated and
maintained rentals. Operated and maintained rentals have a higher level of
variable labor costs and, accordingly, lower gross margins associated with
them. The Company was unable to fully pass on this increase in labor costs. In
addition, recent decreases in utilization and softening markets further
resulted in decreased gross margins. Finally the lower gross profit margin
percentage was also impacted to a lesser degree by higher depreciation expense
on rental equipment as a result of the acquisitions completed in 2000 and 2001
and capital expenditures.

   Gross Profit from equipment sales decreased $3.4 million, or 81.8%, to $.8
million for the nine months ended September 30, 2001, as compared to $4.2
million for the same period in the prior year. As a percent of equipment sales
revenues, gross profit from equipment sales decreased to 3.4% for the nine
months ended September 30, 2001, as compared to 14.6% for the same period in
the prior year. This decrease in gross profit reflects lower sales prices
generated from equipment sales during the quarter. The decrease in price is due
to the age and type of equipment being sold under the Company's fleet
management program as well as softer new equipment pricing.

   Based on the foregoing, gross profit decreased $13.3 million, or 12.4%, to
$93.3 million for the nine months ended September 30, 2001, as compared to
$106.6 million for the same period in the prior year.

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $7.1 million, or 12.3%, to $64.6 million for
the nine months ended September 30, 2001, as compared to $57.5 million for the
same period in the prior year. This increase is primarily the result of an
increase in employee-related costs and facility costs and amortization expense
resulting from the acquisitions completed in 2000. Additionally, the Company's
insurance costs increased as a result of the tightening insurance market. As a

                                       16
<PAGE>

percent of revenues, selling, general and administrative expenses increased to
20.0% for the nine months ended September 30, 2001, as compared to 19.4% for
the same period in the prior year.

   Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) decreased $11.1
million, or 11.9%, to $82.0 million for the nine months ended September 30,
2001, as compared to $93.1 million for the same period in the prior year.
EBITDA from equipment rentals (as further defined to exclude gains on the sale
of new equipment) decreased $9.4 million, or 10.4% to $80.5 million for the
nine months ended September 30, 2001, as compared to $89.9 million for the same
period in the prior year. As a percent of rental revenues, EBITDA from rental
operations decreased to 27.7% for the nine months ended September 30, 2001, as
compared to 33.5% for the same period in the prior year. This decline in EBITDA
margin is due to the factors discussed above.

   Interest Expense: Interest expense decreased $2.7 million, or 4.7%, to $52.6
million for the nine months ended September 30, 2001, as compared to $55.3
million for the same period in the prior year. This decrease reflects the
effect of decreasing interest rates offset by higher level of borrowings
outstanding attributable to the acquisitions completed in 2000 and July 2001,
as well as the Company's continued investment in rental equipment.

   Net Loss: Net loss increased $15.5 million, to a net loss of $22.0 million
for the nine months ended September 30, 2001, as compared to a net loss of $6.5
million for the same period in the prior year as a result of the factors
discussed above.

 Liquidity and Capital Resources

   Net cash provided by operating activities decreased by $3.8 million, or
13.5%, to $24.5 million for the nine months ended September 30, 2001, as
compared to $28.3 million for the same period in the prior year. This decrease
is primarily the result of an increase in the net loss for the period, as well
as a decrease in accounts payable during the period.

   During the nine months ended September 30, 2001 and 2000, the Company's
principal uses of cash for investing activities was for capital expenditures,
including expenditures for rental equipment. Total capital expenditures for
these periods were $42.9 million and $59.3 million, respectively. Included in
these totals were expenditures for rental equipment totaling $38.3 million and
$51.4 million, respectively. These expenditures were made to increase the
Company's total investment in the rental fleet and to replace sold used
equipment. Proceeds from the disposition of assets totaled $14.0 million and
$13.5 million for the nine months ended September 30, 2001 and 2000,
respectively. In addition, cash expenditures for acquisitions totaled $4.8 and
$20.7 million during the nine months ended September 30, 2001 and 2000,
respectively.

   Net cash provided by financing activities during the nine months ended
September 30, 2001 was $27.7 million, a decrease of $10.4 million, or 27.3%,
compared to $38.1 million for the nine months ended September 30, 2000. The
decrease in net cash provided by financing activities was due to a decrease in
the net borrowings to fund acquisitions and capital expenditures.

   The Company has no long-term minimum purchase commitments for rental
equipment. In the nine months ended September 30, 2001 and 2000, the Company
incurred approximately $2.4 million related to a sale/leaseback transaction
entered into in December 1996. This transaction will require annual payments of
approximately $3.1 million through January 2004.

   In connection with the Company's recapitalization on July 22, 1998, the
Company and Holdings incurred significant amounts of debt with interest and
principal payments on the Discount Debentures, the Senior Notes and under the
Senior Credit Facilities representing significant obligations of the Company
and Holdings. Holdings' operations are conducted through it subsidiaries and
Holdings is, therefore, dependent upon the cash flow of the subsidiaries,
including the Company, to meet its debt obligations. The Company's liquidity
needs relate to working capital, debt service, capital expenditures and
potential acquisitions.

                                       17
<PAGE>


   The Company intends to fund its working capital, capital expenditures,
acquisitions and debt service requirements through cash flows generated from
operations and borrowings under the Senior Credit Facilities. The Senior Credit
Facilities consist of a $425.0 million, non-amortizing Revolving Credit
Facility of which a net amount of $310 million was drawn at September 30, 2001,
a $50.0 million non-amortizing Term Loan and a $250.0 million First Priority
Term Loan. Amounts under the Revolving Credit Facility will be available on a
revolving basis through July 22, 2004. As of September 30, 2001, based on the
Company's borrowing base as determined in the Senior Credit Facility, the
Company's remaining availability on the revolving facility was $19.5 million.

   The Senior Credit Facilities, the Senior Notes and the Discount Debentures
contain certain covenants that limit, among other things, the ability of the
Company and Holdings to: (i) make distributions, redeem partnership interests
or make certain other restricted payments or investments other than
distributions to pay taxes; (ii) incur additional indebtedness or issue
preferred equity interests; (iii) merge, consolidate or sell all or
substantially all of its assets; (iv) create liens on assets; and (v) enter
into certain transactions with affiliates or related persons. In addition, the
Senior Credit Facilities require the Company to maintain specific financial
ratios and tests, among other obligations, including a minimum interest
coverage ratio. At September 30, 2001, the Company was in full compliance with
the financial covenants, including with respect to the minimum interest
coverage ratio. Management believes the Company will be in compliance with the
financial covenants at December 31, 2001. However, given the uncertain economic
outlook, there is no certainty that the Company will be in compliance with the
financial covenants. If the Company were not in compliance with these covenants
and were unable to remedy the violation through an amendment, waiver or other
means, the Company's business, financial condition and results of operations
could be materially adversely affected.

 Impact of Recently Issued Accounting Standards

   In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." These standards require that all business combinations be
accounted for using the purchase method and that all goodwill not be amortized,
but tested periodically for impairment and provide guidelines for new
disclosure requirements. The standards outline the criteria for initial
recognition and measurement of intangibles, assignment of assets and
liabilities including goodwill to reporting units, and goodwill impairment
testing. The provisions of SFAS No. 141 and SFAS No. 142 apply to all business
combinations after June 30, 2001. The provisions of SFAS No. 142 for existing
goodwill and other intangible assets are required to be implemented effective
January 1, 2002. Management has not completed its evaluation of the impact of
the standards on the consolidated financial statements but has determined that
the implementation of SFAS No. 142 will have a material impact on the
consolidated financial statements upon adoption.

 Forward Looking Statements

   This report may contain forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes",
"estimates" and variations of such words and similar expressions are intended
to identify such forward-looking statements. These statements constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, and are subject to the safe harbor created thereby.
These statements are based on a number of assumptions that could ultimately
prove inaccurate and, therefore, there can be no assurance that such statements
will prove to be accurate. Factors that could affect actual future results
include the developments relating to the state sales and use tax audit and
other claims related to investigations or lawsuits. Such factors also include
the possibility that increased demand or prices for the Company's services may
not occur or continue, changing economic and competitive conditions,
technological risks and other risks, changing

                                       18
<PAGE>

governmental regulations (including environmental rules and regulations) and
other risks and uncertainties, including those detailed in the Company's
filings with the Securities and Exchange Commission. The Company does not
undertake to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.

                                    PART II

ITEM 1. Legal Proceedings

   The Company is a party to a number of lawsuits and claims arising out of
the usual course of business.

   While the Company cannot predict the outcome of these matters, in the
opinion of management upon advice of counsel, any liability resulting
thereunder will not have a material adverse effect on the Company's business
or financial condition, after giving effect to provisions already recorded.
However, there can be no assurance that an adverse outcome in one or more of
these matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
partners prior to the Company's recapitalization.

   The Company is currently under audit for certain state sales and use tax
liabilities and has received a proposed assessment from a state taxing
authority in the amount of $2.4 million, including interest and penalties of
$0.5 million and $0.2 million, respectively. The Company has recorded a
liability of approximately $1.2 million, of which $0.8 million represents
sales tax and therefore has been capitalized to rental equipment. The
liability recorded represents management's best estimate of the ultimate
liability, as management believes the assessment contains certain errors.
Management is presently reviewing the assessment with the respective state
taxing authority.

ITEM 6. Exhibits and Reports on Form 8-K

A.INDEX TO EXHIBITS

   None

B.REPORTS ON FORM 8-K

   None

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                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, State of Pennsylvania, on November 13, 2001.

                                          ANTHONY CRANE RENTAL, L.P.

                                          /s/ Jeffrey J. Fenton
                                     By:_______________________________________
                                          Jeffrey J. Fenton
                                          Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following person in the capacity indicated on
November 13, 2001.

                                          /s/ Blake Harbaugh
                                     By:_______________________________________
                                          Blake Harbaugh
                                          Vice-president--Finance

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