<SUBMISSION>
<ACCESSION-NUMBER>0001005229-02-000002
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20011230
<FILING-DATE>20020213
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>COLUMBUS MCKINNON CORP
<CIK>0001005229
<ASSIGNED-SIC>3531
<IRS-NUMBER>160547600
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-27618
<FILM-NUMBER>02541179
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>140 JOHN JAMES AUDUBON PKWY
<CITY>AMHERST
<STATE>NY
<ZIP>14228-1197
<PHONE>7166895400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>140 JOHN JAMES AUDUBON PARKWAY
<CITY>AMHERST
<STATE>NY
<ZIP>14228-1197
</MAIL-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>YALE INDUSTRIAL PRODUCTS INC
<CIK>0001062624
<IRS-NUMBER>710585582
<STATE-OF-INCORPORATION>MO
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>333-53759-06
<FILM-NUMBER>02541180
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>140 JOHN JAMES AUDUBON PARKWAY
<CITY>AMHERST
<STATE>NY
<ZIP>19228-1197
<PHONE>7166895400
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AUTOMATIC SYSTEMS INC
<CIK>0001062623
<IRS-NUMBER>430978181
<STATE-OF-INCORPORATION>MO
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>333-53759-05
<FILM-NUMBER>02541182
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>140 JOHN JAMES AUDUBON PARKWAY
<CITY>AMHERST
<STATE>NY
<ZIP>19228-1197
<PHONE>7166895400
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LICO STEEL INC
<CIK>0001062622
<STATE-OF-INCORPORATION>MO
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>333-53759-04
<FILM-NUMBER>02541183
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>140 JOHN JAMES AUDUBON PARKWAY
<CITY>AMHERST
<STATE>NY
<ZIP>19228-1197
<PHONE>7166895400
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q302.txt
<DESCRIPTION>FISCAL 2002 THIRD QUARTER 10-Q
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q


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

For the quarterly period ended December 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:       0-27618
                              -------

     COLUMBUS MCKINNON CORPORATION
--------------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

     NEW YORK                                           16-0547600
--------------------------------------------------------------------------------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

     140 JOHN JAMES AUDUBON PARKWAY, AMHERST, NY                   14228-1197
--------------------------------------------------------------------------------
     (Address of principal executive offices)                      (Zip code)

     (716) 689-5400
--------------------------------------------------------------------------------
     (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
     (Former name,  former address and former fiscal year, if changed since last
      report.)


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

The number of shares of common stock outstanding as of January 31, 2002 was:
14,895,172 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                DECEMBER 30, 2001


                                                                          PAGE #
                                                                          ------

PART I.   FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              December 30, 2001 and March 31, 2001                           2

           Condensed  consolidated  statements of income and retained
              earnings - Three months and nine months ended
              December 30, 2001 and December 31, 2000                        3

           Condensed consolidated statements of cash flows -
              Nine months ended December 30, 2001 and December 31, 2000      4

           Condensed  consolidated  statements of  comprehensive
              income - Three months and nine months ended
              December 30, 2001 and December 31, 2000                        5

           Notes to condensed consolidated financial statements -
              December 30, 2001                                              6

Item 2.    Management's Discussion and Analysis of Results of Operations
              and Financial Condition                                       14


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                        20

Item 2.    Changes in Securities - none.                                    20

Item 3.    Defaults upon Senior Securities - none.                          20

Item 4.    Submission of Matters to a Vote of Security Holders - none.      20

Item 5.    Other Information                                                20

Item 6.    Exhibits and Reports on Form 8-K                                 20






<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)


                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               DECEMBER 30,       MARCH 31,
                                                                                   2001              2001
                                                                                ----------        ----------
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>               <C>
      Cash and cash equivalents                                                 $        -        $   14,015
      Trade accounts receivable                                                    117,650           140,234
      Unbilled revenues                                                             17,394            26,813
      Inventories                                                                  101,093           113,218
      Net assets held for sale                                                           3             4,270
      Prepaid expenses                                                               7,357             5,655
                                                                                ----------        ----------
Total current assets                                                               243,497           304,205
Property, plant, and equipment, net                                                 79,593            85,272
Goodwill and other intangibles, net                                                309,950           322,196
Marketable securities                                                               23,992            22,326
Deferred taxes on income                                                             5,589             5,696
Other assets                                                                         5,898             7,318
                                                                                ----------        ----------
Total assets                                                                    $  668,519        $  747,013
                                                                                ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    3,367        $    3,012
      Trade accounts payable                                                        38,339            44,936
      Excess billings                                                                3,379             1,623
      Accrued liabilities                                                           42,662            48,465
      Current portion of long-term debt                                                873             3,092
                                                                                 ---------        ----------
Total current liabilities                                                           88,620           101,128
Senior debt, less current portion                                                  147,568           204,326
Subordinated debt                                                                  199,668           199,628
Other non-current liabilities                                                       31,929            34,067
                                                                                ----------        ----------
Total liabilities                                                                  467,785           539,149
                                                                                ----------        ----------
Shareholders' equity
      Common stock                                                                     149               149
      Additional paid-in capital                                                   105,311           105,418
      Retained earnings                                                            116,705           124,806
      ESOP debt guarantee                                                           (7,017)           (7,527)
      Unearned restricted stock                                                       (712)             (955)
      Total accumulated other comprehensive loss                                   (13,702)          (14,027)
                                                                                ----------        ----------
Total shareholders' equity                                                         200,734           207,864
                                                                                ----------        ----------
Total liabilities and shareholders' equity                                      $  668,519        $  747,013
                                                                                ==========        ==========
</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 2 -
<PAGE>

                          COLUMBUS MCKINNON CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                       ------------------                  -----------------
                                                 DECEMBER 30,      DECEMBER 31,      DECEMBER 30,      DECEMBER 31,
                                                     2001              2000              2001              2000
                                                     ----              ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   137,747       $   175,078       $   485,229       $   552,450
Cost of products sold                                 105,759           135,544           385,309           420,712
                                                  -----------       -----------       -----------       -----------
Gross profit                                           31,988            39,534            99,920           131,738
                                                  -----------       -----------       -----------       -----------

Selling expenses                                       10,915            12,523            33,996            37,337
General and administrative expenses                     7,857             9,325            23,640            29,626
Restructuring charges                                      (6)                -             9,561                 -
Amortization of intangibles                             3,994             4,014            12,040            12,045
                                                  -----------       -----------       -----------       -----------
                                                       22,760            25,862            79,237            79,008
                                                  -----------       -----------       -----------       -----------

Income from operations                                  9,228            13,672            20,683            52,730
Interest and debt expense                               7,112             9,815            23,913            28,806
Interest and other (expense) income                       (77)              524              (158)            2,136
                                                  ------------      -----------       ------------      -----------
Income (loss) before income taxes                       2,039             4,381            (3,388)           26,060
Income tax expense                                      2,131             3,085             2,697            14,430
                                                  -----------       -----------       -----------       -----------
Net (loss) income                                         (92)            1,296            (6,085)           11,630
Retained earnings - beginning of period               116,797           121,915           124,806           113,582
Cash dividends of $0.00, $0.07, $0.14 and
   $0.21 per share                                          -            (1,003)           (2,016)           (3,004)
                                                  -----------       -----------       -----------       -----------
Retained earnings - end of period                 $   116,705       $   122,208       $   116,705       $   122,208
                                                  ===========       ===========       ===========       ===========

Earnings (loss) per share
              data, basic and diluted                  $(0.01)            $0.09            $(0.42)            $0.81
                                                       ======             =====            ======             =====


</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 3 -

<PAGE>


                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                                     -----------------
                                                                               DECEMBER 30,      DECEMBER 31,
                                                                                   2001              2000
                                                                                ----------        ----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Net (loss) income                                                               $   (6,085)       $   11,630
Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                  21,648            21,317
     Deferred income taxes                                                           1,398              (422)
     Other                                                                           1,099               939
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                22,378               (41)
           Unbilled revenues and excess billings                                    11,175           (15,109)
           Inventories                                                              12,106           (10,247)
           Prepaid expenses                                                         (1,705)             (475)
           Other assets                                                                101              (793)
           Trade accounts payable                                                   (6,556)           (8,767)
           Accrued and non-current liabilities                                      (8,000)            1,952
                                                                                -----------       ----------
Net cash provided by (used in) operating activities                                 47,559               (16)
                                                                                ----------        -----------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                                              (1,240)           (2,143)
Capital expenditures                                                                (4,046)           (9,065)
Net assets held for sale                                                             4,267             1,507
                                                                                ----------        ----------
Net cash used in investing activities                                               (1,019)           (9,701)
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Net (payments) borrowings under revolving line-of-credit agreements                (55,857)           16,193
Repayment of debt                                                                   (2,799)           (3,231)
Dividends paid                                                                      (2,016)           (3,004)
Reduction of ESOP debt guarantee                                                       510               625
Other                                                                                 (489)             (375)
                                                                                ----------        -----------
Net cash (used in) provided by financing activities                                (60,651)           10,208
Effect of exchange rate changes on cash                                               (104)           (1,443)
                                                                                -----------       ----------
Net decrease in cash and cash equivalents                                          (14,215)             (952)
Cash and cash equivalents at beginning of period                                    14,215             7,582
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $        -        $    6,630
                                                                                ==========        ==========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                     - 4 -
<PAGE>


                          COLUMBUS MCKINNON CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                NINE MONTHS ENDED
                                                          ------------------                -----------------
                                                     DECEMBER 30,     DECEMBER 31,     DECEMBER 30,    DECEMBER 31,
                                                         2001             2000             2001            2000
                                                         ----             ----             ----            ----
                                                                             (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>              <C>
Net (loss) income                                     $      (92)      $    1,296       $   (6,085)      $   11,630
                                                      ----------       ----------       ----------       ----------
Other comprehensive (loss) income, net of tax:
   Foreign currency translation adjustments               (1,399)           1,585              493           (1,669)
   Unrealized loss on derivatives
     qualifying as hedges                                    (22)               -             (594)               -
   Unrealized gains (losses) on investments:
     Unrealized holding gains (losses) arising
       during the period                                   1,677           (1,492)           1,426           (3,104)
     Less:  reclassification adjustment for
       (gains) losses included in net income                 362             (335)           1,000           (1,192)
                                                      ----------       ----------       ----------       ----------
                                                           1,315           (1,157)             426           (1,912)
                                                      ----------       ----------       ----------       ----------
Total other comprehensive (loss) income                     (106)             428              325           (3,581)
                                                      ----------       ----------       ----------       ----------
Comprehensive (loss) income                           $     (198)      $    1,724       $   (5,760)      $    8,049
                                                      ==========       ==========       ==========       ==========

</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.












                                     - 5 -

<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                DECEMBER 30, 2001
                             (AMOUNTS IN THOUSANDS)


1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company) at December  30,  2001,  and the results of its
     operations  and its cash flows for the three and  nine-month  periods ended
     December 30, 2001 and December 31, 2000,  have been  included.  Results for
     the period ended  December 30, 2001 are not  necessarily  indicative of the
     results that may be expected for the year ended March 31, 2002. For further
     information,  refer to the consolidated  financial statements and footnotes
     thereto included in the Columbus McKinnon Corporation annual report on Form
     10-K for the year ended March 31, 2001.


     The  Company  is  a  broad-line  designer,  manufacturer  and  supplier  of
     sophisticated  material  handling  products that are widely  distributed to
     industrial,  automotive, and consumer markets globally; integrated material
     handling solutions for industrial markets; and integrated material handling
     solutions for automotive markets.  The Company's material handling products
     are sold,  domestically  and  internationally,  principally  to third party
     distributors through diverse distribution  channels, and to a lesser extent
     directly to  manufacturers  and other end-users.  The Company's  integrated
     material handling solutions  industrial  businesses deal primarily with end
     users  and  sales  are  concentrated,   domestically  and   internationally
     (primarily  Europe), in the consumer products,  manufacturing,  warehousing
     and, to a lesser  extent,  the steel,  construction,  automotive  and other
     industrial  markets.  The Company's  integrated material handling solutions
     automotive   business   primarily  deals  with  end  users  and  sales  are
     concentrated domestically and internationally (primarily North America), in
     the automotive industry.



2.   Inventories consisted of the following:
                                                  DECEMBER 30,     MARCH 31,
                                                      2001            2001
                                                   ----------      ----------
     At cost - FIFO basis:
        Raw materials..........................    $   55,345      $   60,908
        Work-in-process........................        15,870          17,110
        Finished goods.........................        37,632          41,850
                                                   ----------      ----------
                                                      108,847         119,868
     LIFO cost less than FIFO cost.............        (7,754)         (6,650)
                                                   ----------      ----------
     Net inventories   ........................    $  101,093      $  113,218
                                                   ==========      ==========

     An actual  valuation of inventory under the LIFO method can be made only at
     the end of each year based on the inventory  levels and costs at that time.
     Accordingly,  interim  LIFO  calculations  must  necessarily  be  based  on
     management's  estimates of expected  year-end  inventory  levels and costs.
     Because  these are  subject to many  forces  beyond  management's  control,
     interim results are subject to the final year-end LIFO inventory valuation.


                                     - 6 -

<PAGE>


3.   Property, plant, and equipment is net of $75,221 and $65,613 of accumulated
     depreciation at December 30, 2001 and March 31, 2001, respectively.

4.   Goodwill and other intangibles is net of $74,279 and $62,239 of accumulated
     amortization at December 30, 2001 and March 31, 2001, respectively.

5.   General and Product  Liability - The accrued general and product  liability
     costs,  which  are  included  in  other  non-current  liabilities,  are the
     actuarial  present  value  of  estimated   expenditures  based  on  amounts
     determined  from loss reports and individual  cases filed with the Company,
     and an amount,  based on experience,  for losses incurred but not reported.
     The  accrual  in these  condensed  consolidated  financial  statements  was
     determined  by  applying  a  discount   factor  based  on  interest   rates
     customarily used in the insurance industry.

6.   The carrying amount of the Company's senior debt  instruments  approximates
     the fair value.  The Company's  subordinated  debt has an approximate  fair
     value of $183,000, which is less than its carrying amount of $199,668.

7.   The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share:

<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED                NINE MONTHS ENDED
                                                            ------------------                -----------------
                                                       DECEMBER 30,    DECEMBER 31,      DECEMBER 30,    DECEMBER 31,
                                                           2001            2000              2001            2000
                                                           ----            ----              ----            ----
     Numerator for basic and diluted earnings per share:
<S>                                                      <C>             <C>               <C>             <C>
       Net income                                        $    (92)       $  1,296          $ (6,085)       $ 11,630
                                                         ========        ========          ========        ========

     Denominators:
       Weighted-average common stock outstanding -
           denominator for basic EPS                       14,423          14,326            14,407          14,307

       Effect of dilutive employee stock options                -               -                 -               -
                                                         --------        --------          --------        --------
       Adjusted weighted-average common stock
          outstanding and assumed conversions -
          denominator for diluted EPS                      14,423          14,326            14,407          14,307
                                                         ========        ========          ========        ========

</TABLE>



8.   Income tax expense for the three and nine-month  periods ended December 30,
     2001  and   December  31,  2000,   respectively,   exceeds  the   customary
     relationship  between  income tax expense and income  (loss)  before income
     taxes due to  nondeductible  amortization  of goodwill  of $3,075,  $3,097,
     $9,227, and $9,268, respectively.


9.   On April 1, 2001,  the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No.  133,  "Accounting  for  Derivative  Instruments  and
     Hedging  Activities,"  as amended,  which  requires  companies to carry all
     derivatives on the balance sheet at fair value. The Company  determines the
     fair  value of  derivatives  by  reference  to quoted  market  prices.  The
     accounting for changes in the fair value of a derivative instrument depends
     on  whether  it has been  designated  and  qualifies  as part of a  hedging
     relationship  and, if so, the reason for holding it. The  Company's  use of
     derivative  instruments is limited to cash flow hedges,  as defined in SFAS
     No. 133, of certain interest rate risks.



                                     - 7 -

<PAGE>


     In order to provide interest rate risk protection, the Company entered into
     an interest rate swap agreement in June of 2001 to effectively  convert $40
     million of variable-rate  debt to fixed-rate debt. The $40 million interest
     rate swap agreement matures in June 2003. The cash flow hedge is considered
     effective  and the gain or loss on the change in fair value is  reported in
     other comprehensive (loss) income, net of tax.

     The June 2001 interest rate swap is the only derivative  instrument held by
     the Company,  as such there is no impact on the adoption of SFAS No. 133 at
     April 1, 2001. The net impact of the  derivative  instrument was a decrease
     to other comprehensive  income of $22 and $594 for the three and nine-month
     periods  ended  December  30,  2001,  respectively.  The fair  value of the
     derivative at December 30, 2001 was a $990 liability.

10.  As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic  business  units that offer  products with different
     characteristics.   The  most  defining  characteristic  is  the  extent  of
     customized  engineering  required on a per-order  basis.  In addition,  the
     segments  serve  different  customer  bases  through  differing  methods of
     distribution.  The Company has three reportable segments: material handling
     products,  material handling solutions - industrial,  and material handling
     solutions -  automotive.  The  Company's  products  segment  sells  hoists,
     industrial cranes, chain, attachments, and other material handling products
     principally  to  third  party  distributors  through  diverse  distribution
     channels.  The  solutions - industrial  segment sells  engineered  material
     handling systems such as conveyors, manipulators, and lift tables primarily
     to end-users in the consumer products, manufacturing,  warehousing, and, to
     a lesser extent, the steel, construction,  automotive, and other industrial
     markets.  The  solutions - automotive  segment  sells  engineered  material
     handling  systems,   mainly  conveyors,   primarily  to  end-users  in  the
     automotive  industry.  Intersegment sales are not significant.  The Company
     evaluates  performance based on operating income of the respective business
     units prior to the effects of amortization.

     Segment  information  as of and for the nine months ended December 30, 2001
     and December 31, 2000, is as follows:

<TABLE>
<CAPTION>
                                                                  NINE MONTHS ENDED DECEMBER 30, 2001
                                                                  -----------------------------------
                                                                      SOLUTIONS -      SOLUTIONS -
                                                      PRODUCTS        INDUSTRIAL       AUTOMOTIVE          TOTAL
                                                     -----------      -----------      -----------      -----------
     <S>                                                  <C>              <C>              <C>               <C>
     Sales to external customers.................... $   308,359      $    42,450      $   134,420      $   485,229
     Operating income (loss) before amortization
        and restructuring charges...................      41,152            1,051               81           42,284
     Depreciation and amortization..................      15,276            2,245            4,127           21,648
     Total assets...................................     433,050           66,323          169,146          668,519
     Capital expenditures...........................       3,229              737               80            4,046




                                     - 8 -

<PAGE>




                                                                  NINE MONTHS ENDED DECEMBER 31, 2000
                                                                  -----------------------------------
                                                                      SOLUTIONS -      SOLUTIONS -
                                                      PRODUCTS        INDUSTRIAL       AUTOMOTIVE           TOTAL
                                                     -----------      -----------      -----------       -----------
     Sales to external customers.................... $   359,408      $    51,348      $   141,694      $   552,450
     Operating income before amortization
        and restructuring charges...................      53,083            4,070            7,622           64,775
     Depreciation and amortization..................      15,005            2,098            4,214           21,317
     Total assets...................................     490,437           69,388          212,468          772,293
     Capital expenditures...........................       8,708              336               21            9,065

</TABLE>


     The following schedule provides a reconciliation of operating income before
     amortization with (loss) income before income taxes:

<TABLE>
<CAPTION>
                                                                                    NINE MONTHS ENDED
                                                                                    -----------------
                                                                             DECEMBER 30,         DECEMBER 31,
                                                                                 2001                 2000
                                                                                 ----                 ----
        <S>                                                                   <C>                  <C>
        Operating income before amortization and
           restructuring charges.....................................         $    42,284          $    64,775
        Restructuring charges........................................              (9,561)                   -
        Amortization of intangibles..................................             (12,040)             (12,045)
        Interest and debt expense....................................             (23,913)             (28,806)
        Interest income and other (expense) income...................                (158)               2,136
                                                                              -----------          -----------
        (Loss) income before income taxes............................         $    (3,388)         $    26,060
                                                                              ===========          ===========
</TABLE>

















                                     - 9 -

<PAGE>



11.  The summary  financial  information  of the parent,  domestic  subsidiaries
     (guarantors)  and foreign  subsidiaries  (nonguarantors  of the 8.5% senior
     subordinated notes) follows:

<TABLE>
<CAPTION>
                                                                  Domestic      Foreign       Elimina-     Consoli-
                                                     Parent     Subsidiaries  Subsidiaries      tions        dated
                                                   ------------------------------------------------------------------
AS OF DECEMBER 30, 2001
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $   (1,421)   $   (1,418)   $    2,839    $        -    $        -
 Trade accounts receivable                             53,141        41,383        23,126             -       117,650
 Unbilled revenues                                          -        17,394             -             -        17,394
 Inventories                                           44,959        29,526        27,583          (975)      101,093
 Other current assets                                   5,013        (1,763)        4,110             -         7,360
                                                   ------------------------------------------------------------------
  Total current assets                                101,692        85,122        57,658          (975)      243,497
 Property, plant, and equipment, net                   33,802        28,553        17,238             -        79,593
 Goodwill and other intangibles, net                   37,041       227,977        44,932             -       309,950
 Intercompany                                         131,637      (298,498)      (58,648)      225,509             -
 Other assets                                         226,372       161,046        (1,020)     (350,919)       35,479
                                                   ------------------------------------------------------------------
  Total assets                                     $  530,544    $  204,200    $   60,160    $ (126,385)   $  668,519
                                                   ==================================================================


Current liabilities                                $   36,180    $  32,520     $   24,473    $   (4,553)   $   88,620
 Long-term debt, less current portion                 345,468            1          1,767             -       347,236
 Other non-current liabilities                         15,580       13,443          2,906             -        31,929
                                                   ------------------------------------------------------------------
  Total liabilities                                   397,228       45,964         29,146        (4,553)      467,785

Shareholders' equity                                  133,316      158,236         31,014      (121,832)      200,734
                                                   ------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  530,544    $ 204,200     $   60,160    $ (126,385)   $  668,519
                                                   ==================================================================


FOR THE NINE MONTHS ENDED DECEMBER 30, 2001
Net sales                                          $  165,613    $ 255,990     $   79,610    $  (15,984)   $  485,229
Cost of products sold                                 118,926      222,578         59,788       (15,983)      385,309
                                                   ------------------------------------------------------------------
Gross profit                                           46,687       33,412         19,822            (1)       99,920
                                                   ------------------------------------------------------------------
Selling, general and administrative expenses           24,970       18,111         14,555             -        57,636
Restructuring charges                                   9,561            -              -             -         9,561
Amortization of intangibles                             1,621        8,607          1,812             -        12,040
                                                   ------------------------------------------------------------------
                                                       36,152       26,718         16,367             -        79,237
                                                   ------------------------------------------------------------------
Income from operations                                 10,535        6,694          3,455            (1)       20,683
Interest and debt expense                              23,503            7            403             -        23,913
Interest income and other (expense) income               (517)         171            188             -          (158)
                                                   ------------------------------------------------------------------
(Loss) income before income taxes                     (13,485)       6,858          3,240            (1)       (3,388)
Income tax (benefit) expense                           (5,060)       6,067          1,690             -         2,697
                                                   ------------------------------------------------------------------
Net (loss) income                                  $   (8,425)   $     791     $    1,550    $       (1)   $   (6,085)
                                                   ==================================================================



                                     - 10 -

<PAGE>


                                                                  Domestic      Foreign       Elimina-     Consoli-
                                                     Parent     Subsidiaries  Subsidiaries      tions        dated
                                                   ------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 30, 2001
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $   51,275    $   (4,605)   $    1,822    $     (933)   $   47,559
                                                   ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                 (1,240)            -             -             -        (1,240)
Capital expenditures                                   (3,759)          786        (1,073)            -        (4,046)
Other                                                       -         4,267             -             -         4,267
                                                   ------------------------------------------------------------------
Net cash used in investing activities                  (4,999)        5,053        (1,073)            -        (1,019)
                                                   ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit
   agreements                                         (56,200)            -           343             -       (55,857)
Repayment of debt                                        (703)           (1)       (2,095)            -        (2,799)
Dividends paid                                         (2,016)            -          (933)          933        (2,016)
Other                                                      21             -             -             -            21
                                                   ------------------------------------------------------------------
Net cash  (used in) provided by financing
   activities                                         (58,898)           (1)       (2,685)          933       (60,651)
Effect of exchange rate changes on cash                   (16)            -           (88)            -          (104)
                                                   ------------------------------------------------------------------
Net change in cash and cash equivalents               (12,638)          447        (2,024)            -       (14,215)
Cash and cash equivalents at beginning of period       11,217        (1,865)        4,863             -        14,215
                                                   ------------------------------------------------------------------
Cash and cash equivalents at end of period         $   (1,421)   $   (1,418)   $    2,839    $        -    $        -
                                                   ==================================================================


AS OF DECEMBER 31, 2000
Current assets:
 Cash and cash equivalents                         $    3,261    $      180    $    3,189    $        -    $    6,630
 Trade accounts receivable                             63,211        55,962        24,269             -       143,442
 Unbilled revenues                                          -        40,158             -             -        40,158
 Inventories                                           51,163        38,591        29,659          (875)      118,538
 Other current assets                                   3,634         6,899         3,888             -        14,421
                                                   ------------------------------------------------------------------
  Total current assets                                121,269       141,790        61,005          (875)      323,189
 Property, plant, and equipment, net                   34,984        33,543        18,563             -        87,090
 Goodwill and other intangibles, net                   39,436       239,439        48,064             -       326,939
 Intercompany                                         189,178      (351,042)      (65,170)      227,034             -
 Other assets                                         226,721       160,960        (1,927)     (350,679)       35,075
                                                   ------------------------------------------------------------------
  Total assets                                     $ 611,588     $  224,690    $   60,535    $ (124,520)   $  772,293
                                                   ==================================================================


Current liabilities                                $   27,041    $   54,251    $   21,443    $   (2,988)   $   99,747
 Long-term debt, less current portion                 420,586             4         4,172             -       424,762
 Other non-current liabilities                         16,490        18,474         2,840             -        37,804
                                                   ------------------------------------------------------------------
  Total liabilities                                   464,117        72,729        28,455        (2,988)      562,313

Shareholders' equity                                  147,471       151,961        32,080      (121,532)      209,980
                                                   ------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  611,588     $ 224,690     $  60,535    $ (124,520)   $  772,293
                                                   ==================================================================


                                     - 11 -

<PAGE>



                                                                   Domestic       Foreign     Elimina-     Consoli-
                                                       Parent   Subsidiaries  Subsidiaries      tions        dated
                                                   ------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
Net sales                                          $  189,191    $  291,103    $   89,518    $  (17,362)   $  552,450
Cost of products sold                                 130,965       239,826        67,291       (17,370)      420,712
                                                   ------------------------------------------------------------------
Gross profit                                           58,226        51,277        22,227             8       131,738
                                                   ------------------------------------------------------------------
Selling, general and administrative expenses           28,684        23,706        14,573             -        66,963
Amortization of intangibles                             1,529         8,696         1,820             -        12,045
                                                   ------------------------------------------------------------------
                                                       30,213        32,402        16,393             -        79,008
                                                   ------------------------------------------------------------------
Income from operations                                 28,013        18,875         5,834             8        52,730
Interest and debt expense                              28,329            43           434             -        28,806
Interest and other income                               1,764           214           158             -         2,136
                                                   ------------------------------------------------------------------
Income before income taxes                              1,448        19,046         5,558             8        26,060
Income tax expense                                      1,358        10,499         2,570             3        14,430
                                                   ------------------------------------------------------------------
Net income                                         $       90    $    8,547    $    2,988    $        5    $   11,630
                                                   ==================================================================



FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
OPERATING ACTIVITIES:
Net cash (used in) provided by  operating
   activities                                      $   (7,750)   $    5,169    $    3,637    $   (1,072)   $      (16)
                                                   ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                 (2,143)            -             -             -        (2,143)
Capital expenditures                                   (3,416)       (4,775)         (874)            -        (9,065)
Other                                                       -         1,507             -             -         1,507
                                                   ------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (5,559)       (3,268)         (874)            -        (9,701)
                                                   ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
   line-of-credit agreements                           15,000             -         1,193             -        16,193
Repayment of debt                                      (1,430)          (20)       (1,781)            -        (3,231)
Dividends paid                                         (3,004)            -        (1,072)        1,072        (3,004)
Other                                                     250             -             -             -           250
                                                   ------------------------------------------------------------------
Net cash provided by (used in) financing
   activities                                          10,816           (20)       (1,660)        1,072        10,208
Effect of exchange rate changes on cash                     -             -        (1,443)            -        (1,443)
                                                   ------------------------------------------------------------------
Net change in cash and cash equivalents                (2,493)        1,881          (340)            -          (952)
Cash and cash equivalents at beginning of period        5,754        (1,701)        3,529             -         7,582
                                                   ------------------------------------------------------------------
Cash and cash equivalents at end of period         $    3,261    $      180    $    3,189    $        -    $    6,630
                                                   ==================================================================


</TABLE>




                                     - 12 -

<PAGE>



12.  The  Financial  Accounting  Standards  Board  (FASB)  issued  SFAS No. 141,
     "Business   Combinations"  in  June  2001.  SFAS  No.  141  eliminates  the
     pooling-of-interests  method of accounting  for business  combinations  and
     modifies the application of the purchase accounting method. The elimination
     of the pooling-of-interests  method is effective for transactions initiated
     after June 30, 2001.  The adoption of this Statement did not have an impact
     on the consolidated financial statements.

     The FASB also issued SFAS No. 142,  "Goodwill and Other Intangible  Assets"
     in June of  2001.  SFAS No.  142  eliminates  the  current  requirement  to
     amortize goodwill and  indefinite-lived  intangible  assets,  addresses the
     amortization  of intangible  assets with a defined life and the  impairment
     testing and  recognition for goodwill and intangible  assets.  SFAS No. 142
     will apply to goodwill and  intangible  assets  arising  from  transactions
     completed  before and after the effective date. This statement,  which will
     be effective for the Company's fiscal year beginning on April 1, 2002, must
     be adopted at the  beginning of the fiscal  year.  The Company is currently
     assessing  the  Statement  and the impact  that the  requirement  to assess
     impairment   upon  adoption  will  have  on  our   consolidated   financial
     statements. Upon Adoption, the Company will stop amortizing goodwill which,
     based upon current levels of goodwill, would reduce amortization expense by
     approximately $16 million on an annual basis.

     The FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations"
     in June 2001.  SFAS No. 143 requires that the fair value of a liability for
     an asset  retirement  obligation be recognized in the period in which it is
     incurred.  The associated asset retirement costs are capitalized as part of
     the carrying  amount of the  long-lived  asset.  This  Statement,  which is
     effective for the Company's  fiscal year  beginning  April 1, 2003,  may be
     adopted  as of April 1,  2002.  The  Company  is  currently  assessing  the
     Statement  and  the  impact,  if  any,  that  adoption  will  have  on  our
     consolidated financial statements.

     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived  Assets" in August 2001.  SFAS No. 144  supersedes  SFAS No. 121
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to be Disposed Of," and the accounting  and reporting  provisions of
     APB Opinion No. 30,  "Reporting  the Results of  Operations - Reporting the
     Effects of Disposal of a Segment of a Business, and Extraordinary,  Unusual
     and Infrequently  Occurring Events and Transactions." The statement,  while
     retaining many of the fundamental recognition and measurement provisions of
     SFAS No. 121,  does  change the  criteria to be met to classify an asset as
     held-for-sale as well as the grouping of long-lived  assets and liabilities
     that represent the unit of accounting for a long-lived asset to be held and
     used.  SFAS No. 144 is effective  for the Company's  fiscal year  beginning
     April 1, 2002.  The Company is currently  assessing  the  Statement and the
     impact,  if any,  that  adoption  will have on our  consolidated  financial
     statements.






                                     - 13 -

<PAGE>


Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                             (AMOUNTS IN THOUSANDS)

The  Company  is  a   broad-line   designer,   manufacturer,   and  supplier  of
sophisticated  material  handling  products that are  distributed to industrial,
automotive and consumer markets globally; integrated material handling solutions
for industrial markets worldwide; and integrated material handling solutions for
automotive   markets.   The  Company's  material  handling  products  are  sold,
domestically  and  internationally,  principally  to  third  party  distributors
through diverse  distribution  channels.  Distribution  channels include general
distributors,   specialty  distributors,  crane  end  users,  service-after-sale
distributors,  original equipment manufacturers ("OEMs"),  government,  consumer
and  international.   The  general  distributors  are  comprised  of  industrial
distributors,  rigging shops and crane builders.  Specialty distributors include
catalog  houses,  material  handling  specialists  and  entertainment  equipment
riggers.  The  service-after-sale  network  includes  repair parts  distribution
centers, chain service centers, and hoist repair centers.  Consumer distribution
channels  include  mass  merchandisers,   hardware  distributors,  trucking  and
transportation distributors,  farm hardware distributors and rental outlets. The
Company's   integrated  material  handling  solutions  segments  primarily  deal
directly with  end-users.  Material  handling  solutions - industrial  sales are
concentrated,  domestically and internationally  (primarily Europe), in consumer
products  manufacturing,  warehousing  and,  to  a  lesser  extent,  the  steel,
construction,  automotive,  and  other  industrial  markets.  Material  handling
solutions - automotive sales are concentrated,  domestically and internationally
(primarily North America) in the automotive industry.


RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED DECEMBER 30, 2001 AND DECEMBER 31, 2000
Net sales in the fiscal 2002 quarter ended  December 30, 2001 were  $137,747,  a
decrease of $37,331 or 21.3% from the fiscal 2001  quarter  ended  December  31,
2000.  Net sales for the nine months ended  December 30, 2001 were  $485,229,  a
decrease of $67,221 or 12.2% from the nine months ended December 31, 2000. Sales
in the Products  segment  decreased by $16,651 or 14.8% from the previous year's
quarter  and  $51,049 or 14.2% for the nine months  ended  December  30, 2001 in
comparison to the prior year period due to continued  softness in all industrial
markets (particularly  domestically).  Sales in the Solutions-Industrial segment
decreased 9.8% or $1,607 for the quarter and 17.3% or $8,898 for the nine months
ended  December 30, 2001 when compared to the same periods in the prior year due
to  weak  industrial  markets.  The  Solutions-Automotive  segment  had a  sales
decrease  of 41.1% or $19,073  for the  quarter  and 5.1% or $7,274 for the nine
months ended  December 30, 2001 when compared to the  respective  periods in the
prior year as a result of softening automotive capital spending.

Sales in the individual segments were as follows:


<TABLE>
<CAPTION>

                                     THREE MONTHS ENDED                               NINE MONTHS ENDED
                                     ------------------                               -----------------
                       DEC. 30,    DEC. 31,             CHANGE          DEC. 30,    DEC. 31,            CHANGE
                                                        ------                                          ------
                         2001        2000         AMOUNT       %          2001        2000        AMOUNT       %
                         ----        ----         ------       -          ----        ----        ------       -
<S>                    <C>        <C>            <C>         <C>        <C>         <C>          <C>         <C>
Products               $  95,591   $ 112,242     $ (16,651)  (14.8)     $ 308,359   $ 359,408    $ (51,049)  (14.2)
Solutions-Industrial      14,815      16,422        (1,607)   (9.8)        42,450      51,348       (8,898)  (17.3)
Solutions-Automotive      27,341      46,414       (19,073)  (41.1)       134,420     141,694       (7,274)   (5.1)
                       ---------   ---------     ---------              ---------   ---------    ---------
    Net sales          $ 137,747   $ 175,078     $ (37,331)  (21.3)     $ 485,229   $ 552,450    $ (67,221)  (12.2)
                       =========   =========     =========              =========   =========    =========

</TABLE>


                                     - 14 -

<PAGE>


The Company's gross profit margins were 23.2%,  22.6%,  20.6%, and 23.8% for the
fiscal 2002 and 2001 quarters and the nine-month periods ended December 30, 2001
and December 31, 2000, respectively.  The increase in the current quarter margin
and decrease in the nine-month period margin relative to the respective  periods
in the prior year is the result of sales  volume mix between  the higher  margin
products  segment and the lower  margin  solutions  segments.  The gross  profit
margin in the Products segment was maintained for the quarter ended December 30,
2001 when compared to prior year despite  decreasing sales volume as a result of
the impact of cost  containment  measures and strategic  initiatives.  The gross
profit margin in the Products  segment for the nine-month  period ended December
30, 2001 decreased  from the respective  period in the prior year as a result of
decreased  production and sales volume and the effects of a reclassification  to
cost of goods sold from general and administrative  expense,  offset somewhat by
cost control measures. The  Solutions-Industrial  segment experienced a decrease
in margin for the current  quarter and  nine-month  period when  compared to the
respective  periods in the prior  year as a result of  decreased  volume.  Gross
margins  in the  Solutions-Automotive  segment  were lower for the  quarter  and
nine-month  period  ended  December  30,  2001  due  to  continuing  competitive
pressures and installation/staffing issues with respect to a series of contracts
at a particular site.

Selling expenses were $10,915,  $12,523, $33,996, and $37,337 in the fiscal 2002
and 2001  quarters and the  nine-month  periods then ended,  respectively.  As a
percentage of consolidated  net sales,  selling  expenses were 7.9%, 7.2%, 7.0%,
and 6.8% in the fiscal 2001 and 2000  quarters and the  nine-month  periods then
ended,  respectively.  The  reduced  expenses  are the  result  of cost  control
measures and decreased volume in the Products segment.

General and administrative expenses were $7,857, $9,325, $23,640, and $29,626 in
the  fiscal  2002 and 2001  quarters  and the  nine-month  periods  then  ended,
respectively.   As  a  percentage  of  consolidated   net  sales,   general  and
administrative  expenses were 5.7%,  5.3%,  4.9% and 5.4% in the fiscal 2002 and
2001 quarters and the nine-month periods then ended, respectively.  The decrease
is the  result of a  reclassification  to costs of goods sold from  general  and
administrative  expense,  cost control  measures,  and lower  product  liability
expense recorded by the Company's captive insurance company.

In conjunction with the continuation of its strategic  integration  process, the
Company incurred  restructuring  charges of $9,561 in the fiscal 2002 nine-month
period ended December 30, 2001. The charges consist of costs associated with the
closure  of the  Lister  Bolt  and  Chain  Division  manufacturing  facility  in
Richmond,  British  Columbia,  Canada and the Forrest City,  Arkansas plant. The
costs are mainly comprised of property resolution and employee separation costs.

Amortization  of intangibles  was $3,994,  $4,014,  $12,040,  and $12,045 in the
fiscal 2002 and 2001 quarters and the nine months then ended, respectively.

Interest and debt expense was $7,112, $9,815, $23,913, and $28,806 in the fiscal
2002 and 2001 quarters and the nine-month periods then ended, respectively.  The
fiscal 2002  decrease  is the result of the  significant  reduction  in debt and
decreased  interest rates. As a percentage of consolidated  net sales,  interest
and debt  expense  was 5.2%,  5.6%,  4.9%,  and 5.2% in the fiscal 2002 and 2001
quarters and the nine-month periods then ended, respectively.


                                     - 15 -

<PAGE>

Interest and other (expense) income was $(77),  $524,  $(158), and $2,136 in the
fiscal  2002  and  2001  quarters  and  the   nine-month   periods  then  ended,
respectively.  The decrease in the current year fiscal  quarter and year to date
results as compared to the respective  periods in the prior year is due to lower
investment earnings on assets in the Company's captive insurance company.

Income taxes as a percentage  of income  (loss) before income taxes were 104.5%,
70.4%,  (79.6)%,  and  55.4%  in the  fiscal  2002  and  2001  quarters  and the
nine-month periods then ended, respectively.  The percentages reflect the effect
of nondeductible amortization of goodwill resulting from acquisitions.


LIQUIDITY AND CAPITAL RESOURCES

The Revolving  Credit Facility  provides  availability  up to $225 million,  due
March 31, 2003,  against which $145.8  million was  outstanding  at December 30,
2001.  Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a
spread determined by the Company's  leverage ratio amounting to 325 basis points
at February 12, 2002. The Revolving Credit Facility is secured by all equipment,
inventory,  receivables, certain real property, subsidiary stock (limited to 65%
for foreign subsidiaries) and intellectual property.

The  senior  subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$199,468,  net of original  issue  discount of $532 and are due March 31,  2008.
Interest  is  payable  semi-annually  based  on  an  effective  rate  of  8.45%,
considering  $1,902 of proceeds  from rate hedging in advance of the  placement.
Provisions of the 8 1/2% Notes  include,  without  limitation,  restrictions  of
liens,  indebtedness,  asset sales, and dividends and other restricted payments.
Prior to April 1,  2003,  the 8 1/2% Notes are  redeemable  at the option of the
Company,  in whole or in part, at the Make-Whole Price (as defined in the 8 1/2%
Notes  agreement).  On or after  April 1, 2003,  they are  redeemable  at prices
declining  annually to 100% on and after April 1, 2006. In the event of a Change
of Control (as defined in the  indenture  for such notes),  each holder of the 8
1/2%  Notes may  require  the  Company  to  repurchase  all or a portion of such
holder's 8 1/2% Notes at a purchase price equal to 101% of the principal  amount
thereof.  The 8 1/2% Notes are guaranteed by certain  domestic  subsidiaries and
are not subject to any sinking fund requirements.

On  April 1,  2001,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting  for Derivative  Instruments and Hedging
Activities,"  as amended,  which requires  companies to carry all derivatives on
the balance sheet at fair value. The Company's use of derivative  instruments is
limited to cash flow  hedges,  as defined in SFAS No. 133,  of certain  interest
rate  risks.  In order to provide  interest  rate risk  protection  the  Company
entered into an interest  rate swap  agreement in June of 2001,  to  effectively
convert $40 million of  variable-rate  debt to fixed-rate  debt. The $40 million
interest rate swap agreement matures in June 2003.

The  Company  believes  that its cash  flows and  borrowing  capacity  under its
revolving  credit  facility are  sufficient to fund its ongoing  operations  and
budgeted capital expenditures. The Company was in violation of certain financial
covenants as of December  30, 2001 and has  obtained a waiver of the  violations
along with an amendment,  which modifies some of these covenants  prospectively.
The  Company  expects  to  be  compliant  with  the  amended  covenants  and  to
renegotiate its credit facility by June 30, 2002.


                                     - 16 -
<PAGE>


Net cash provided by operating  activities was $47,559 for the nine months ended
December 30, 2001  compared to net cash used in operating  activities of $16 for
the nine months ended  December 31, 2000.  The  difference  of $47,575 is due to
changes in net working capital  components  offset by the current year loss from
operations.

Net cash used in  investing  activities  decreased to $1,019 for the nine months
ended December 30, 2001 from $9,701 for the nine months ended December 31, 2000.
The $8,682  difference is primarily the result of the purchase of property and a
building in fiscal 2001 of a previously  leased  facility and proceeds  received
from the sale of net assets held for sale.

Net cash used in  financing  activities  was $60,651  for the nine months  ended
December  30, 2001  compared to net cash  provided by  financing  activities  of
$10,208 for the nine months ended  December 31, 2000.  The $70,859 change is the
result of debt  payments made from funds freed from working  capital  during the
year and excess cash on hand at the end of fiscal 2001.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures  for the nine months ended  December 30, 2001 and December
31, 2000 were $4,046 and $9,065, respectively.  The decrease from fiscal 2001 is
due to the  purchase of property  and a building in fiscal 2001 of a  previously
leased facility.


INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by inflation  in the U.S.  economy,  and to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific  Rim.  The Company  does not believe  that  inflation  has had a
material effect on results of operations over the periods  presented  because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through  price  increases.  However,  in the future
there can be no assurance  that the  Company's  business will not be affected by
inflation or that it will be able to pass on cost increases.


SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders,  by  periods  of  high  vacation  and  holiday  concentrations,  and  by
acquisitions and the magnitude of acquisition  costs.  Therefore,  the operating
results for any  particular  fiscal  quarter are not  necessarily  indicative of
results for any subsequent fiscal quarter or for the full fiscal year.




                                     - 17 -

<PAGE>


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting  Standards Board (FASB) issued  Statement on Financial
Accounting Standards (SFAS) No. 141, "Business  Combinations" in June 2001. SFAS
No. 141  eliminates the  pooling-of-interests  method of accounting for business
combinations and modifies the application of the purchase accounting method. The
elimination  of the  pooling-of-interests  method is effective for  transactions
initiated  after June 30, 2001.  The adoption of this  Statement did not have an
impact on the consolidated financial statements.

The FASB also issued SFAS No. 142,  "Goodwill  and Other  Intangible  Assets" in
June of 2001.  SFAS No. 142  eliminates  the  current  requirement  to  amortize
goodwill and indefinite-lived  intangible assets,  addresses the amortization of
intangible assets with a defined life and the impairment testing and recognition
for  goodwill  and  intangible  assets.  SFAS No. 142 will apply to goodwill and
intangible  assets  arising  from  transactions  completed  before and after the
effective date. This statement, which will be effective for the Company's fiscal
year beginning on April 1, 2002,  must be adopted at the beginning of the fiscal
year.  The Company is currently  assessing the Statement and the impact that the
requirement  to assess  impairment  upon adoption will have on the  consolidated
financial statements.  Upon Adoption,  the Company will stop amortizing goodwill
which, based upon current levels of goodwill,  would reduce amortization expense
by approximately $16 million on an annual basis.

The FASB issued SFAS No. 143,  "Accounting for Asset Retirement  Obligations" in
June 2001. SFAS No. 143 requires that the fair value of a liability for an asset
retirement  obligation be recognized in the period in which it is incurred.  The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived  asset.  This Statement,  which is effective for the Company's
fiscal year beginning  April 1, 2003, may be adopted as of April 1, 2002. We are
currently  assessing the  Statement  and the impact,  if any, that adoption will
have on our consolidated financial statements.

The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets"  in  August  2001.  SFAS No.  144  supersedes  SFAS No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and Transactions." The statement, while retaining many of the fundamental
recognition and measurement provisions of SFAS No. 121, does change the criteria
to be met to  classify  an asset as  held-for-sale  as well as the  grouping  of
long-lived  assets and  liabilities  that represent the unit of accounting for a
long-lived  asset  to be held  and  used.  SFAS  No.  144 is  effective  for the
Company's  fiscal year beginning  April 1, 2002. We are currently  assessing the
Statement and the impact,  if any,  that adoption will have on our  consolidated
financial statements.








                                     - 18 -

<PAGE>



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report may include  "forward-looking  statements" within the meaning of the
Private Securities  Litigation Reform Act of 1995. Such statements involve known
and unknown risks,  uncertainties  and other factors that could cause the actual
results of the  Company  to differ  materially  from the  results  expressed  or
implied by such statements,  including general economic and business conditions,
conditions  affecting the industries served by the Company and its subsidiaries,
conditions affecting the Company's customers and suppliers, competitor responses
to the Company's  products and services,  the overall market  acceptance of such
products  and  services,  the  integration  of  acquisitions  and other  factors
disclosed  in  the  Company's   periodic  reports  filed  with  the  Commission.
Consequently such forward-looking statements should be regarded as the Company's
current  plans,  estimates  and  beliefs.  The Company  does not  undertake  and
specifically  declines  any  obligation  to publicly  release the results of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or  circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.































                                     - 19 -

<PAGE>


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Changes in Securities - none.

Item 3.    Defaults upon Senior Securities - none.

Item 4.    Submission of Matters to a Vote of Security Holders - none.

Item 5.    Other Information

           The Company has entered into a consulting agreement with the Chairman
           of the Board (Exhibit 10.3).

Item 6.    Exhibits and Reports on Form 8-K.

           Exhibit 10.1     Eighth  Amendment,  dated as of  November  21, 2001,
                            to the Credit Agreement, dated as of March 31, 1998,
                            among   Columbus   McKinnon   Corporation,   as  the
                            Borrower,  the  banks,  financial  institutions  and
                            other   institutional   lenders  named  therein,  as
                            Initial Lenders, Fleet National Bank, as the Initial
                            Issuing Bank, Fleet National Bank, as the Swing Line
                            Bank and Fleet National Bank, as the  Administrative
                            Agent.

           Exhibit 10.2     Ninth Amendment,  dated as of February 12, 2002,  to
                            the Credit  Agreement,  dated as of March 31,  1998,
                            among   Columbus   McKinnon   Corporation,   as  the
                            Borrower,  the  banks,  financial  institutions  and
                            other   institutional   lenders  named  therein,  as
                            Initial Lenders, Fleet National Bank, as the Initial
                            Issuing Bank, Fleet National Bank, as the Swing Line
                            Bank and Fleet National Bank, as the  Administrative
                            Agent.

           Exhibit 10.3     Consulting   Agreement  as   entered   into  between
                            Columbus McKinnon  Corporation and  the Chairman  of
                            the Board.


           There are no reports on Form 8-K.







                                     - 20 -

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           COLUMBUS MCKINNON CORPORATION
                                           -----------------------------
                                           (Registrant)






Date: FEBRUARY 13, 2002                    /S/ ROBERT L. MONTGOMERY, JR.
      -----------------                    -----------------------------
                                           Robert L. Montgomery, Jr.
                                           Executive Vice President and
                                              Chief Financial Officer (Principal
                                              Financial Officer)





























                                     - 21 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>amendno8.txt
<DESCRIPTION>EIGHTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>


                      EIGHTH AMENDMENT TO CREDIT AGREEMENT


       THIS EIGHTH AMENDMENT  TO CREDIT  AGREEMENT (this "AMENDMENT"),  dated as
of November 21, 2001, is by and among COLUMBUS MCKINNON CORPORATION,  a New York
corporation  (the  "BORROWER"),  the  banks,  financial  institutions  and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the  "LENDERS"),  FLEET  NATIONAL BANK, as Initial  Issuing Bank
(the "INITIAL  ISSUING BANK"),  FLEET NATIONAL BANK, as the Swing Line Bank (the
"SWING LINE BANK";  each of the Lenders,  the Initial Issuing Bank and the Swing
Line  Bank,  individually,  a "LENDER  PARTY"  and,  collectively,  the  "LENDER
PARTIES"),  and FLEET NATIONAL BANK, as administrative  agent (together with any
successor  appointed  pursuant  to  Article  VII of the  Credit  Agreement,  the
"ADMINISTRATIVE AGENT") for the Lender Parties.


                              W I T N E S S E T H :
                              -------------------


       WHEREAS,  the Borrower,  Lenders,  Initial Issuing Bank,  Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit  Agreement,
dated as of  September  23,  1998,  that  certain  Second  Amendment  to  Credit
Agreement  and  Consent,  dated as of February  12,  1999,  that  certain  Third
Amendment to Credit  Agreement and Consent,  dated as of November 16, 1999, that
certain Fourth  Amendment to Credit  Agreement and Waiver,  dated as of February
15,  2000,  that  certain  Fifth  Amendment  to  Credit  Agreement,  dated as of
September  28,  2000,  that certain  Sixth  Amendment  to Credit  Agreement  and
Consent,  dated as of February 5, 2001,  and that certain  Seventh  Amendment to
Credit Agreement and Consent, dated as of June 26, 2001 (as so amended and as it
may hereafter be further amended, supplemented,  restated, extended or otherwise
modified from time to time, the "CREDIT AGREEMENT");

       WHEREAS,  the Borrower  has requested  that the  Administrative Agent and
Lender Parties amend the Credit Agreement as and to the extent set forth in this
Amendment; and

       WHEREAS, the Administrative Agent and Lender Parties are agreeable to the
foregoing as and to the extent set forth in this  Amendment  and subject to each
of the terms and conditions stated herein.

       NOW  THEREFORE,  in  consideration  of  the  premises  and   the   mutual
covenants  set  forth  herein  and of the  loans or other  extensions  of credit
heretofore,  now or  hereafter  made to, or for the benefit of, the Borrower and
its  Subsidiaries  by the Lender  Parties,  the parties  hereto  hereby agree as
follows:

1.     DEFINITIONS.     Except  to  the   extent  otherwise   specified  herein,
capitalized  terms used in this Amendment shall have the same meanings  ascribed
to them in the Credit Agreement.



<PAGE>


2.     AMENDMENTS.

       2.1.  Section 1.01 of  the Credit Agreement  is amended by  inserting the
following definition in the appropriate alphabetical order:

       "`JAPANESE YEN' means the lawful currency of Japan."

       2.2.  Section  1.01  of  the  Credit  Agreement  is  further  amended  by
inserting in the definition of  "ALTERNATIVE  CURRENCY"  after the words "Danish
Crowns," and before the words "Deutsche Marks," the words "Japanese Yen,".

       2.3.  Section  1.01  of  the  Credit  Agreement  is  further  amended  by
inserting in the definition of "ASSIGNED  DOLLAR VALUE" before the words "Pounds
Sterling" in clause (b)(ii)(A) thereof the words "Japanese Yen,".

       2.4.  Section 1.01 of the Credit Agreement is further amended by deleting
the  definition  of "Exchange  Rate" in its  entirety and  replacing it with the
following:

       "`EXCHANGE  RATE' shall mean,  on any day,  (a) with respect to the Euro,
       Japanese  Yen,  Pounds  Sterling  (prior to the  Conversion  Date for the
       United Kingdom), Danish Crowns (prior to the Conversion Date for Denmark)
       and Deutsche Marks (prior to the Conversion Date for the Federal Republic
       of Germany),  the spot rate at which U.S. Dollars are offered on such day
       by the  Administrative  Agent in London for such Alternative  Currency at
       approximately  11:00 A.M. (London time), (b) with respect to U.S. Dollars
       in relation to the Euro,  Japanese  Yen,  Pounds  Sterling  (prior to the
       Conversion  Date for the United  Kingdom),  Danish  Crowns  (prior to the
       Conversion  Date for Denmark) and Deutsche Marks (prior to the Conversion
       Date for the Federal  Republic of  Germany),  the spot rate at which such
       Alternative  Currency is offered on such day by the Administrative  Agent
       in London for U.S. Dollars at approximately  11:00 A.M. (London time) and
       (c) with respect to Pounds Sterling (on and after the Conversion Date for
       the United Kingdom),  Danish Crowns (on and after the Conversion Date for
       Denmark) and  Deutsche  Marks (on and after the  Conversion  Date for the
       Federal  Republic  of  Germany),  the  official  exchange  rate  for such
       currency as  recognized  by the European  Central Bank on the  Conversion
       Date for such country.  For purposes of determining  the Exchange Rate in
       connection with an Alternative Currency Revolving Credit Borrowing,  such
       Exchange Rate shall be  determined as of the Exchange Rate  Determination
       Date for such Borrowing.  The Administrative Agent shall provide Borrower
       with the then  current  Exchange  Rate from time to time upon  Borrower's
       request therefor."


3.     CONDITION  PRECEDENT  TO  THIS  AMENDMENT.   The  effectiveness  of  this
Amendment is subject to the satisfaction,  in form and substance satisfactory to
the Administrative Agent, of the following condition precedent:

       3.1.  The Borrower,  Required Lenders and Required  Alternative  Currency
Lenders  shall have duly executed and  delivered  this  Amendment and each other
Loan Party shall have duly  executed  the  Acknowledgment  and  Ratification  in
connection with this Amendment.



                                      - 2 -

<PAGE>


4.     REFERENCE  TO AND  EFFECT  UPON  THE  CREDIT  AGREEMENT  AND  OTHER  LOAN
       DOCUMENTS.

       4.1.  Except as  specifically  amended  in  Section 2 above,  the  Credit
Agreement  and each of the other Loan  Documents  shall remain in full force and
effect and each is hereby ratified and confirmed.

       4.2. Upon the  effectiveness  of this  Amendment,  each  reference in the
Credit Agreement to "this  Agreement",  "hereunder",  "hereof",  "herein" or any
other  word or words of similar  import  shall  mean and be a  reference  to the
Credit  Agreement  as  amended  hereby,  and each  reference  in any other  Loan
Document to the Credit  Agreement  or any word or words of similar  import shall
mean and be a reference to the Credit Agreement as amended hereby.


5.     COUNTERPARTS.   This  Amendment  may   be  executed  in   any  number  of
counterparts,  each of which when so executed  shall be deemed an original,  but
all such counterparts shall constitute one and the same instrument.  Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.


6.     COSTS AND EXPENSES.  The  Borrower  shall  pay  on  demand all reasonable
fees, costs and expenses  incurred by Administrative  Agent (including,  without
limitation,  all reasonable attorneys' fees) in connection with the preparation,
execution  and delivery of this  Amendment  and the taking of any actions by any
Person in connection herewith.


7.     GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY  AND  CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.


8.     HEADINGS.  Section  headings in  this Amendment are  included  herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.


                            [Signature Pages Follow]














                                     - 3 -

<PAGE>


       IN WITNESS WHEREOF,  the parties hereto have  caused this Amendment to be
executed by their  respective  officers  thereunto  duly  authorized on the date
first above written.



                                      COLUMBUS MCKINNON CORPORATION

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Executive Vice President









<PAGE>


                         ACKNOWLEDGMENT AND RATIFICATION

       The undersigned  hereby  acknowledge  and  agree to  this Amendment,  and
agree that the Guaranty,  the Security Agreement,  and the Intellectual Property
Security  Agreement,  and each other Loan Document  executed by the  undersigned
shall remain in full force and effect and each is hereby  ratified and confirmed
by and on behalf of the undersigned, this 21st day of November 2001.



                                      AUTOMATIC SYSTEMS, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      LICO STEEL, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      CRANE, ENGINEERING & SERVICE GROUP, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      HANDLING SYSTEMS AND CONVEYORS, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      YALE INDUSTRIAL PRODUCTS, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



<PAGE>


                                      LENDERS

                                      FLEET NATIONAL BANK,  as Administrative
                                      Agent, Initial Issuing Bank, Swing Line
                                      Bank and Lender


                                      By:  /s/ John C. Wright
                                           -----------------------------------
                                      Name:    John C. Wright
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      ABN-AMRO BANK N.V. NEW YORK
                                      BRANCH, as a Co-Agent and Lender


                                      By:  /s/ Donald Sutton
                                           -----------------------------------
                                      Name:    Donald Sutton
                                           -----------------------------------
                                      Title: Group Vice President and Director
                                            ----------------------------------



                                      By:  /s/ Richard Schrage
                                           -----------------------------------
                                      Name:    Richard Schrage
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      THE BANK OF NOVA SCOTIA, as a Co-Agent
                                      and Lender


                                      By:  /s/ J. Alan Edwards
                                           -----------------------------------
                                      Name:    J. Alan Edwards
                                           -----------------------------------
                                      Title:   Managing Director
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      MANUFACTURERS AND TRADERS TRUST
                                      COMPANY, as a Co-Agent and Lender


                                      By:  /s/ Jeffrey P. Kenefick
                                           -----------------------------------
                                      Name:    Jeffrey P. Kenefick
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      HSBC BANK USA (formerly known as Marine
                                      Midland Bank), as a Co-Agent and Lender


                                      By:  /s/ John G. Tierney
                                           -----------------------------------
                                      Name:    John G. Tierney
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      COMERICA BANK


                                      By:  /s/ Joel S. Gordon
                                           -----------------------------------
                                      Name:    Joel S. Gordon
                                           -----------------------------------
                                      Title:   Account Officer
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      FIRST UNION NATIONAL BANK


                                      By:
                                           -----------------------------------
                                      Name:
                                           -----------------------------------
                                      Title:
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      KEYBANK NATIONAL ASSOCIATION


                                      By:  /s/ Mary K. Young
                                           -----------------------------------
                                      Name:    Mary K. Young
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      MELLON BANK, N.A.


                                      By:  /s/ Edward J. Kloecker
                                           -----------------------------------
                                      Name:    Edward J. Kloecker
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      BANKERS TRUST COMPANY


                                      By:
                                           -----------------------------------
                                      Name:
                                           -----------------------------------
                                      Title:
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      THE BANK OF NEW YORK


                                      By:  /s/ Christine T. Rio
                                           -----------------------------------
                                      Name:    Christine T. Rio
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      NATIONAL BANK OF CANADA


                                      By:  /s/ Mark Dzimian
                                           -----------------------------------
                                      Name:    Mark Dzimian
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------


                                      By:  /s/ Jon W. Patterson
                                           -----------------------------------
                                      Name:    Jon W. Patterson
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      NATIONAL CITY BANK OF PENNSYLVANIA


                                      By:  /s/ Sean D. Grant
                                           -----------------------------------
                                      Name:    Sean D. Grant
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>amendno9.txt
<DESCRIPTION>NINTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>


                       NINTH AMENDMENT TO CREDIT AGREEMENT

          THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this  "AMENDMENT"), dated as
of February 12, 2002, is by and among COLUMBUS MCKINNON CORPORATION,  a New York
corporation  (the  "BORROWER"),  the  banks,  financial  institutions  and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the  "LENDERS"),  FLEET  NATIONAL BANK, as Initial  Issuing Bank
(the "INITIAL  ISSUING BANK"),  FLEET NATIONAL BANK, as the Swing Line Bank (the
"SWING LINE BANK";  each of the Lenders,  the Initial Issuing Bank and the Swing
Line  Bank,  individually,  a "LENDER  PARTY"  and,  collectively,  the  "LENDER
PARTIES"),  and FLEET NATIONAL BANK, as administrative  agent (together with any
successor  appointed  pursuant  to  Article  VII of the  Credit  Agreement,  the
"ADMINISTRATIVE AGENT") for the Lender Parties.

                              W I T N E S S E T H :
                              -------------------

          WHEREAS, the Borrower,  Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit  Agreement,
dated as of  September  23,  1998,  that  certain  Second  Amendment  to  Credit
Agreement  and  Consent,  dated as of February  12,  1999,  that  certain  Third
Amendment to Credit  Agreement and Consent,  dated as of November 16, 1999, that
certain Fourth  Amendment to Credit  Agreement and Waiver,  dated as of February
15,  2000,  that  certain  Fifth  Amendment  to  Credit  Agreement,  dated as of
September  28,  2000,  that certain  Sixth  Amendment  to Credit  Agreement  and
Consent,  dated as of February 5, 2001, that certain Seventh Amendment to Credit
Agreement  and  Consent,  dated as of June 26,  2001  and  that  certain  Eighth
Amendment to Credit Agreement,  dated as of November 21, 2001 (as so amended and
as it may  hereafter be further  amended,  supplemented,  restated,  extended or
otherwise modified from time to time, the "CREDIT AGREEMENT");

          WHEREAS,  Events of Default exist  under (i) Section  5.04(a)  (Funded
Debt to EBITDA  Ratio) of the Credit  Agreement  for the  period of four  fiscal
quarters  ended December 30, 2001 based on an actual Funded Debt to EBITDA Ratio
of 4.57 to 1.0 versus a required  Funded Debt to EBITDA Ratio of 4.10 to 1.0 and
(ii) Section  5.04(b)  (Interest  Coverage  Ratio) for the period of four fiscal
quarters ended December 30, 2001 based on an actual  Interest  Coverage Ratio of
2.33 to 1.0 versus a required Interest Coverage Ratio of 2.35 to 1.0 (the Events
of Default described in clauses (i) and (ii), the "EXISTING EVENTS OF DEFAULT");

          WHEREAS,  the Borrower has requested that the Administrative Agent and
Lender Parties waive the Existing Events of Default;

          WHEREAS,  the Borrower has  proposed to sell  all of the stock  of its
subsidiary, Automatic Systems, Inc. ("ASI");

          WHEREAS, the Borrower has also requested that the Administrative Agent
and Lender Parties otherwise amend the Credit Agreement as and to the extent set
forth in this Amendment; and



<PAGE>


          WHEREAS,  the Administrative Agent and Lender Parties are agreeable to
the  foregoing as and to the extent set forth in this  Amendment  and subject to
each of the terms and conditions stated herein.

          NOW  THEREFORE,  in  consideration of  the  premises  and  the  mutual
covenants  set  forth  herein  and of the  loans or other  extensions  of credit
heretofore,  now or  hereafter  made to, or for the benefit of, the Borrower and
its   Subsidiaries  by  the  Lender   Parties,   and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.        DEFINITIONS.   Except  to  the  extent  otherwise  specified   herein,
capitalized  terms used in this Amendment shall have the same meanings  ascribed
to them in the Credit Agreement.

2.        CONSENT.

          Notwithstanding  the  provisions of Section  5.01(f) (Preservation  of
Corporate Existence,  Etc.),  Section 5.02(d) (Fundamental  Changes) and Section
5.02(e) (Sales,  Etc. of Assets) of the Credit  Agreement or any other provision
of the Credit  Agreement,  but subject to the conditions  precedent set forth in
Section 6 hereof  and the other  terms and  conditions  of this  Amendment,  the
Administrative  Agent  and  Lender  Parties  hereby  consent  to the sale by the
Borrower  of all of  the  stock  of ASI to a  third  party  in an  arms-  length
transaction; PROVIDED, THAT, (i) the Borrower shall sell all the shares of stock
of ASI for their fair market value, (ii) the total consideration received by the
Borrower  from the sale of the stock of ASI is  comprised  of a  combination  of
cash, a promissory note payable by the purchaser (the  "Promissory  Note") and a
post-closing  earn-out  provision,  with the  total  amount  of cash paid to the
Borrower at closing being at least $19,500,000 and the amounts of the Promissory
Note and the earn-out provision being acceptable to the Administrative Agent, in
its sole  discretion,  (iii) the terms and conditions of the Promissory Note and
such earn-out provision shall be satisfactory to the Administrative  Agent, (iv)
the entire Net Cash  Proceeds  received at closing from the sale of the stock of
ASI shall be applied to prepay the then outstanding  Advances in accordance with
Section  2.06(b)(ii)  of the  Credit  Agreement,  resulting  in a  corresponding
permanent reduction in the amount of the Revolving Credit Facility,  (v) the Net
Cash Proceeds,  if any,  received from time to time after closing of the sale of
the stock of ASI, whether such Proceeds are received as payments under the terms
and conditions of the Promissory Note or received as payments under the earn-out
provision  shall upon receipt by the Borrower be promptly  applied to prepay the
then outstanding Advances in accordance with the terms of Section 2.06(b)(ii) of
the Credit  Agreement,  with each such  prepayment  resulting in a corresponding
permanent  reduction in the amount of the Revolving  Credit  Facility,  (vi) the
Promissory Note shall be pledged to the Administrative Agent, for the benefit of
itself and the Lender Parties,  as additional  Collateral for the Obligations of
the Loan Parties under the Loan Documents  pursuant to documentation in form and
substance  satisfactory to the Administrative Agent, and the Borrower shall take
all such  steps as may be  necessary  or  desirable  in  order  to  provide  the
Administrative  Agent, on behalf of itself and the Lender Parties,  with a first
priority   perfected  security  interest  in  the  Promissory  Note,  (vii)  the
transaction  does not result in a breach or other  violation of any of the terms
and  conditions of the Senior  Subordinated  Note  Indenture or any other Senior
Subordinated Note Document or result in a circumstance which requires any of the
proceeds  from the sale of the stock of ASI to be applied to repay or repurchase


                                     - 2 -

<PAGE>


any of the  Senior  Subordinated  Notes,  (viii)  at or  prior  to the  time  of
consummation of the transaction,  Borrower's outside legal counsel shall deliver
a legal opinion to Administrative Agent, for the benefit of Administrative Agent
and  the  other  Credit  Parties,  in form  and  substance  satisfactory  to the
Administrative  Agent,  (A) to the effect that the  transaction is in compliance
with the terms of the Credit Agreement and the other Loan Documents,  (B) to the
effect that the  transaction  does not result in a breach or other  violation of
the terms and conditions of the Senior  Subordinated Note Indenture or any other
Senior Subordinated Note Document or result in a circumstance which requires any
of the proceeds from the transaction to be applied to repay or repurchase any of
the Senior  Subordinated  Notes and (C)  concerning  such  other  matters as the
Administrative  Agent may  request,  and (ix) the purchase  agreement  and other
legal agreements and documentation  governing the sale of the stock of ASI shall
be in form and substance reasonably satisfactory to the Administrative Agent and
the  Administrative  Agent and its  counsel  shall have had  sufficient  time to
review  such  purchase  agreement  and  all  such  other  legal  agreements  and
documentation prior to the consummation of the transaction.

3.        WAIVER.  The Administrative Agent and Lender  Parties hereby waive the
Existing  Events of Default  under  Sections  5.04(a)  and 5.04(b) of the Credit
Agreement solely for the period of four fiscal quarters ended December 30, 2001.
The  foregoing  waiver is only  applicable  and shall only be  effective  in the
specific  instance and for the specific  purpose for which made.  Such waiver is
expressly  limited to the facts and  circumstances  referred to herein and shall
not  operate  (a) as a waiver of or  consent  to  non-compliance  with any other
Section or provision of the Credit Agreement or any other Loan Document,  (b) as
a waiver of any other right, power or remedy of the Administrative  Agent or any
Lender Party under the Credit  Agreement or any other Loan  Document or (c) as a
waiver of or  consent  to any  Default  or Event of  Default  under  the  Credit
Agreement or any other Loan Document,  other than as expressly  provided in this
Section 3.

4.        AMENDMENTS.

          4.1.  (a) Section  1.01 of the Credit Agreement is amended by deleting
from the  definition of "APPLICABLE  MARGIN" the entire pricing chart  contained
therein and replacing it with the following chart:

                         APPLICABLE MARGIN  APPLICABLE MARGIN  APPLICABLE MARGIN
    RATIO OF FUNDED       FOR PRIME RATE     FOR EURODOLLAR      FOR COMMITMENT
     DEBT TO EBITDA          ADVANCES         RATE ADVANCES          FEE
------------------------ -----------------  -----------------  -----------------

Equal to or greater than
     4.50                      2.000%              3.250%            0.500%
Equal to or greater than
     4.00 less than 4.50       1.750%              3.000%            0.500%
Equal to or greater than
     3.50 less than 4.00       1.500%              2.750%            0.500%
Equal to or greater than
     3.00 less than 3.50       1.250%              2.500%            0.500%
Less than 3.00                 1.000%              2.250%            0.400%



                                     - 3 -

<PAGE>

          In  addition,   notwithstanding  any  other  provision  of  the Credit
Agreement or any other Loan Document,  pricing shall remain at the highest level
set forth in the above pricing chart until the earlier of (i) the  prepayment of
Advances and a corresponding  permanent reduction in the amount of the Revolving
Credit Facility of at least  $19,500,000 from the Net Cash Proceeds  received by
the Borrower from its sale of the stock of ASI in a transaction  consummated  in
compliance with the terms and conditions of Section 2 of the Ninth Amendment and
(ii) delivery to the Administrative Agent of the Borrower's Financial Statements
for its fiscal quarter ended September 30, 2002.

          4.2.  Section 1.01 of the Credit Agreement is amended by inserting the
following additional definition in the proper alphabetical order:


          "NINTH   AMENDMENT"  means  that  certain  Ninth  Amendment  to Credit
          Agreement,  dated as of February 12, 2002,  by and among the Borrower,
          the Administrative Agent and the Lenders and other Lender Parties.

          4.3.  Section 5.01 of the Credit  Agreement  (Covenants) is amended by
inserting the following  additional covenants at the end thereof as new Sections
5.01(p) and (q):


               "(p)  MACHINERY AND EQUIPMENT  APPRAISALS.  The Borrower,  at its
          expense,  shall from time to time  deliver,  as  promptly  as possible
          following  Administrative  Agent's request  therefore and in any event
          within  sixty  (60)  days  following  Administrative  Agent's  request
          therefore,  all  such  appraisals  and  valuations  of  machinery  and
          equipment as Administrative Agent shall from time to time request. Any
          and  all  such  appraisals  and  valuations   shall  be  performed  by
          appraisers selected by Administrative  Agent (and Administrative Agent
          in its discretion shall determine  whether the appraiser is engaged by
          the  Administrative  Agent or by the  Borrower  on the  Administrative
          Agent's  behalf)  and  shall  be  prepared  on a basis  acceptable  to
          Administrative Agent.


               (q) MORTGAGES.  As promptly as possible following the date of the
          Ninth Amendment,  and in any event within ninety (90) days thereafter,
          the  Borrower  shall have taken all actions  necessary or desirable to
          grant to the  Administrative  Agent, for the benefit of itself and the
          Lender Parties, a first priority,  perfected mortgage and lien on each
          of the real properties set forth on SCHEDULE A to the Ninth Amendment.
          In  furtherance,  but in limitation of the generality of the foregoing
          sentence,  as  promptly as  possible  following  the date of the Ninth
          Amendment,  and in any event within ninety (90) days  thereafter,  the
          Borrower shall deliver to the Administrative Agent, for the benefit of
          the Administrative Agent and the Lender Parties,  with respect to each
          of the real  properties set forth on SCHEDULE A to the Ninth Amendment
          (i) a duly executed  mortgage,  in form and substance  satisfactory to
          the   Administrative   Agent,   (ii)  a  title   policy   naming   the
          Administrative  Agent,  on  behalf  of  itself  and the  other  Lender
          Parties,  from a title company acceptable to the Administrative Agent,
          (iii) a new survey or existing survey acceptable to the Administrative
          Agent,  (iv) UCC-1 financing  statement  fixture filings,  in form and
          substance  satisfactory to the Administrative Agent, (v) an opinion of
          local counsel as to due  execution,  authority,  perfection  and other
          matters, from local counsel acceptable to the Administrative Agent and
          in form and substance  satisfactory  to the  Administrative  Agent and
          (vi)  payment  of  all  applicable  mortgage  recording  taxes,  title


                                     - 4 -

<PAGE>

          provisions,  recording  and  filing  fees,  search  charges  and other
          similar charges and expenses.  The Administrative Agent shall have the
          right,  at  Borrower's  expense,  to  conduct  or have an  independent
          environmental  firm selected by the  Administrative  Agent conduct all
          such environmental  reviews,  assessments,  audits, and investigations
          with respect to any of the real  properties set forth on SCHEDULE A to
          the Ninth Amendment as the  Administrative  Agent may request.  In the
          event that the  Administrative  Agent  determines  on the basis of any
          such environmental review,  assessment,  audit or investigation not to
          proceed  with the filing of a mortgage  on any of the real  properties
          set forth on  SCHEDULE A to the Ninth  Amendment,  the  Administrative
          Agent  and  Borrower  shall in good  faith  act to find a  replacement
          unencumbered  real  property  or  properties  of  Borrower of equal or
          greater  value which shall be mortgaged to the  Administrative  Agent,
          for the benefit of the  Administrative  Agent and the Lender  Parties,
          pursuant to the requirements of this Section 5.01 (q)."

          4.4.  Section 5.04(a) of the Credit  Agreement  (Funded Debt to EBITDA
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:


          FOUR FISCAL QUARTERS ENDING ON:              RATIO
          -------------------------------              -----

          December 31, 2001                         4.85 to 1.0
          March 31, 2002                            4.85 to 1.0
          June 30, 2002                             4.75 to 1.0
          September 30, 2002                        4.50 to 1.0
          December 31, 2002                         4.25 to 1.0

          4.5.  Section 5.04(b)  of  the  Credit  Agreement  (Interest  Coverage
Ratio) is amended by resetting the financial covenants contained therein for the
periods provided below to the new levels set forth below:


          FOUR FISCAL QUARTERS ENDING ON:               RATIO
          -------------------------------               -----


          December 31, 2001                          2.00 to 1.0
          March 31, 2002                             2.00 to 1.0
          June 30, 2002                              2.25 to 1.0
          September 30, 2002                         2.50 to 1.0
          December 31, 2002                          2.75 to 1.0

          4.6.  Section 5.04(d) of the Credit  Agreement  (Minimum Net Worth) is
amended and restated in its entirety to read as set forth below:


          "(d)  MINIMUM NET WORTH.  Maintain,  as of the last day of each fiscal
          quarter,  an excess of  Consolidated  total  assets over  Consolidated
          total  liabilities  of the Borrower and its  Subsidiaries  of not less
          than (i)  $200,000,000,  as such  amount may be reduced in  connection
          with any write down of  goodwill  relating to ASI based on FASB 141 or
          loss in connection  with the Borrower's  sale of the stock of ASI in a
          transaction  consummated  in  compliance  with  Section 2 of the Ninth


                                     - 5 -

<PAGE>

          Amendment by an amount equal to the lesser of (x) the actual amount of
          the  write  down of  goodwill  or loss in  connection  with  such sale
          transaction  and  (y)  $120,000,000  plus  (ii)  75%  of  Consolidated
          positive net income (and excluding 100% of Consolidated net losses) of
          the  Borrower  and its  Subsidiaries  since  December  31, 2001 to and
          including each date of  determination  computed on a cumulative  basis
          for said entire period."

          4.7.  Section 5.04 of the Credit Agreement is hereby amended by adding
the following as a new Section 5.04(e):


          "(e)  MINIMUM  EBITDA.  Maintain,  as of the last  day of each  fiscal
          quarter of the  Borrower  set forth  below,  EBITDA for the one fiscal
          quarter  then  ended of the  Borrower  of not less than the amount set
          forth below for such fiscal quarter:


          FISCAL QUARTER ENDING ON:                    AMOUNT
          -------------------------                    ------


          March 31, 2002                             $16,000,000
          June 30, 2002                              $16,000,000
          September 30, 2002                         $17,000,000
          December 31, 2002                          $17,000,000"

5.        REPRESENTATIONS AND  WARRANTIES OF THE BORROWER.   The Borrower hereby
represents and warrants as follows:

          5.1.  Each of the  representations  and  warranties  set  forth in the
Credit Agreement,  including,  without  limitation,  in Article IV of the Credit
Agreement, and in each other Loan Document, is true, correct and complete on and
as of the date  hereof as  though  made on the date  hereof.  In  addition,  the
Borrower hereby  represents,  warrants and affirms that the Credit Agreement and
each of the other Loan Documents remains in full force and effect.

          5.2.  As of the date hereof and after giving effect to this Amendment,
there  exists no Default or Event of Default  under the Credit  Agreement or any
other Loan Document,  and no event which,  with the giving of notice or lapse of
time, or both, would constitute a Default or Event of Default.

          5.3.  The execution, delivery and  performance by each applicable Loan
Party of this Amendment and/or the  reaffirmations  and  confirmations  attached
hereto and each other Loan  Document  and the  consummation  of the  transaction
contemplated  by  Section 2 of this  Amendment  are  within  such  Loan  Party's
corporate powers,  have been duly authorized by all necessary  corporate action,
and do not, and will not, (i)  contravene  such Loan Party's  charter or bylaws,
(ii) violate any law (including, without limitation, the Securities Act of 1933,
as  amended,  or  the  Securities  Exchange  Act of  1934,  as  amended),  rule,
regulation  (including,  without  limitation,  any  Regulation  of the  Board of
Governors of the Federal Reserve System),  order,  writ,  judgment,  injunction,
decree,  determination or award, (iii) conflict with or result in the breach of,
or constitute a default under, any material contract, loan agreement,  indenture
(including,   without  limitation,  the  Senior  Subordinated  Note  Indenture),


                                     - 6 -

<PAGE>

mortgage, deed of trust, lease or other material instrument or agreement binding
on or  affecting  any  Loan  Party,  any of  its  Subsidiaries  or any of  their
respective  properties or (iv) except for the Liens created under the Collateral
Documents,  result in or require the creation or  imposition of any Lien upon or
with  respect  to  any  of  the  properties  of  any  Loan  Party  or any of its
Subsidiaries. Neither any Loan Party nor any of its Subsidiaries is in violation
of any such law, rule, regulation,  order, writ, judgment,  injunction,  decree,
determination  or  award or in  breach  of any such  contract,  loan  agreement,
indenture   (including,   without  limitation,   the  Senior  Subordinated  Note
Indenture), mortgage, deed of trust, lease or other instrument or agreement, the
violation  or breach of which  could  reasonably  be expected to have a Material
Adverse Effect.

          5.4.  Each  of this  Amendment and each  other Loan Document  has been
duly executed and delivered by each Loan Party party hereto and thereto. Each of
this  Amendment  and each other Loan  Document  is the legal,  valid and binding
obligation of each Loan Party party hereto and thereto, enforceable against such
Loan Party in accordance with its terms.

          5.5.  No authorization or  approval or other action by,  and no notice
to or filing with, any  governmental  authority or regulatory  body or any other
third party is required for (i) the due execution, delivery, recordation, filing
or performance by any Loan Party of this  Amendment,  any other Loan Document or
any other agreement or document related hereto or thereto or contemplated hereby
or thereby to which it is or is to be a party or otherwise bound, (ii) the grant
by any  Loan  Party  of the  Liens  granted  by it  pursuant  to the  Collateral
Documents,  (iii) the  perfection  or  maintenance  of the Liens  created by the
Collateral  Documents  (including the first priority nature thereof) or (iv) the
exercise by the Administrative Agent or any Lender Party of its rights under the
Loan  Documents  or  remedies  in  respect  of the  Collateral  pursuant  to the
Collateral Documents.

6.        CONDITIONS  PRECEDENT TO THIS  AMENDMENT.  The  effectiveness  of this
Amendment is subject to the satisfaction,  in form and substance satisfactory to
the Administrative Agent, of each of the following conditions precedent:

          6.1.  The Borrower and Lenders shall have duly  executed and delivered
this  Amendment  and each other Loan Party shall have duly executed the attached
Acknowledgment and Ratification in connection with this Amendment.

          6.2.  After giving  effect to this  Amendment,  no Default or Event of
Default shall have occurred and be continuing.

          6.3.  The representations  and  warranties  contained in  Section 4 of
this Amendment, the Credit Agreement and each other Loan Document shall be true,
correct and complete on and as of the closing  date of this  Amendment as though
made on such date.

          6.4.  The  Borrower   shall  have  paid  an  amendment   fee  to   the
Administrative  Agent,  for the account of each Lender which has  approved  this
Amendment,  as evidenced by such  Lender's  timely  execution  and delivery of a
counterpart  signature  page  to this  Amendment  (each  such  Lender  being  an
"APPROVING  LENDER"),  in an amount equal to 0.125% (i.e.  12.5 basis points) of
such Approving Lender's Revolving Credit Commitment.


                                     - 7 -

<PAGE>

          6.5.  The Borrower  and the  other Loan Parties  shall have  taken all
such other  actions  and  executed  and  delivered  all such  other  agreements,
instruments,  certificates and documents,  if any, as the  Administrative  Agent
shall have reasonably requested.

7.        REFERENCE TO  AND  EFFECT  UPON THE  CREDIT AGREEMENT  AND OTHER  LOAN
DOCUMENTS.


          7.1.  Except as  specifically  amended  in Section 4 above and for the
specific consent and waivers set forth in Sections 2 and 3, respectively,  above
the Credit  Agreement and each of the other Loan Documents  shall remain in full
force and effect and each is hereby ratified and confirmed.

          7.2.  Upon the effectiveness of this Amendment,  each reference in the
Credit Agreement to "this  Agreement",  "hereunder",  "hereof",  "herein" or any
other  word or words of similar  import  shall  mean and be a  reference  to the
Credit  Agreement  as  amended  hereby,  and each  reference  in any other  Loan
Document to the Credit  Agreement  or any word or words of similar  import shall
mean and be a reference to the Credit Agreement as amended hereby.

8.        COUNTERPARTS.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed an original,  but
all such counterparts shall constitute one and the same instrument.  Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.

9.        COSTS AND EXPENSES.  The Borrower  shall pay on demand all  reasonable
fees, costs and expenses  incurred by Administrative  Agent (including,  without
limitation,  all reasonable attorneys' fees) in connection with the preparation,
execution  and delivery of this  Amendment  and the taking of any actions by any
Person in connection herewith.

10.       GOVERNING  LAW.  THIS AMENDMENT SHALL BE  GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.

11.       HEADINGS.  Section headings in this Amendment are included  herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.


                            [signature pages follow]









                                     - 8 -


<PAGE>




                          SCHEDULE A TO NINTH AMENDMENT

                               MORTGAGE PROPERTIES



1.        Muskegon, MI

2.        Charlotte, NC

3.        Wadesboro, NC

4.        Cedar Rapids, IA

5.        Damascus, VA

6.        Abington, VA

7.        Amherst, NY



<PAGE>


       IN WITNESS WHEREOF,  the parties hereto have  caused this Amendment to be
executed by their  respective  officers  thereunto  duly  authorized on the date
first above written.



                                      COLUMBUS MCKINNON CORPORATION


                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Executive Vice President



<PAGE>


                         ACKNOWLEDGMENT AND RATIFICATION

       The undersigned  hereby  acknowledge  and  agree to  this Amendment,  and
agree that the Guaranty,  the Security Agreement,  and the Intellectual Property
Security  Agreement,  and each other Loan Document  executed by the  undersigned
shall remain in full force and effect and each is hereby  ratified and confirmed
by and on behalf of the undersigned, this 12th day of February 2002.


                                      AUTOMATIC SYSTEMS, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      LICO STEEL, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      CRANE, ENGINEERING & SERVICE GROUP, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      HANDLING SYSTEMS AND CONVEYORS, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



                                      YALE INDUSTRIAL PRODUCTS, INC.

                                      By:  /s/ Robert L. Montgomery
                                           -----------------------------------
                                               Robert L. Montgomery
                                      Title:   Treasurer



<PAGE>


                                      LENDERS

                                      FLEET NATIONAL BANK,  as Administrative
                                      Agent, Initial Issuing Bank, Swing Line
                                      Bank and Lender


                                      By:  /s/ John C. Wright
                                           -----------------------------------
                                      Name:    John C. Wright
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      ABN-AMRO BANK N.V. NEW YORK
                                      BRANCH, as a Co-Agent and Lender


                                      By:  /s/ Richard Schrage
                                           -----------------------------------
                                      Name:    Richard Schrage
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



                                      By:  /s/ Dean P. Giglio
                                           -----------------------------------
                                      Name:    Dean P. Giglio
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      THE BANK OF NOVA SCOTIA, as a Co-Agent
                                      and Lender


                                      By:  /s/ Philip Adsetts
                                           -----------------------------------
                                      Name:    Philip Adsetts
                                           -----------------------------------
                                      Title:   Managing Director
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      MANUFACTURERS AND TRADERS TRUST
                                      COMPANY, as a Co-Agent and Lender


                                      By:  /s/ Jeffrey P. Kenefick
                                           -----------------------------------
                                      Name:    Jeffrey P. Kenefick
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      HSBC BANK USA (formerly known as Marine
                                      Midland Bank), as a Co-Agent and Lender


                                      By:  /s/ John G. Tierney
                                           -----------------------------------
                                      Name:    John G. Tierney
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      COMERICA BANK


                                      By:  /s/ Joel S. Gordon
                                           -----------------------------------
                                      Name:    Joel S. Gordon
                                           -----------------------------------
                                      Title:   Account Officer
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      FIRST UNION NATIONAL BANK


                                      By:  /s/ Jorge A. Gonzalez
                                           -----------------------------------
                                      Name:    Jorge A. Gonzalez
                                           -----------------------------------
                                      Title:   Senior Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      KEYBANK NATIONAL ASSOCIATION


                                      By:  /s/ Thomas L. Purcell
                                           -----------------------------------
                                      Name:    Thomas L. Purcell
                                           -----------------------------------
                                      Title:   Senior Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      MELLON BANK, N.A.


                                      By:  /s/ Edward J. Kloecker
                                           -----------------------------------
                                      Name:    Edward J. Kloecker
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



<PAGE>


                                      LENDERS

                                      BANKERS TRUST COMPANY


                                      By:  /s/ Diane F. Rolfe
                                           -----------------------------------
                                      Name:    Diane F. Rolfe
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      THE BANK OF NEW YORK


                                      By:  /s/ Christine T. Rio
                                           -----------------------------------
                                      Name:    Christine T. Rio
                                           -----------------------------------
                                      Title:   Vice President
                                            ----------------------------------


<PAGE>


                                      LENDERS

                                      PNC BANK, NATIONAL ASSOCIATION


                                      By:  /s/ Eric Huff
                                           -----------------------------------
                                      Name:    Eric Huff
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------




<PAGE>


                                      LENDERS

                                      NATIONAL CITY BANK OF PENNSYLVANIA


                                      By:  /s/ Sean D. Grant
                                           -----------------------------------
                                      Name:    Sean D. Grant
                                           -----------------------------------
                                      Title:   Assistant Vice President
                                            ----------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>hplcons.txt
<DESCRIPTION>CONSULTING AGREEMENT WITH CHAIRMAN OF THE BOARD
<TEXT>


                              CONSULTING AGREEMENT




          This  Agreement  is made as of  October  1,  2001 and sets  forth  the
understandings  between Herbert P. Ladds, Jr., 14 Chapin Parkway,  Buffalo,  New
York 14209 ("Ladds"),  pursuant to which Columbus  McKinnon  Corporation,  a New
York corporation with offices at 140 John James Audubon  Parkway,  Amherst,  New
York 14228-1197 ("CM") engages Ladds as a consultant.


1.   BACKGROUND STATEMENT.  As a result of his many years of experience with CM,
Ladds  possesses  specialized  knowledge  about  CM,  the  industry  in which it
operates,  and the domestic and  international  markets it serves.  Accordingly,
this  Agreement  is  made in  connection  with  CM's  commitment  to  increasing
shareholder value and with the belief and expectation that Ladds can assist with
that effort.


2.   ENGAGEMENT;  RELATIONSHIP;  NO AGENCY.    CM  hereby  engages  Ladds  as  a
consultant,  and Ladds  hereby  accepts  that  engagement  and  agrees to render
services  to CM  as  contemplated  by  this  Agreement  in  support  of  and  in
conjunction with CM's top management team. Ladds will render services  hereunder
as an independent  contractor and not as an employee of CM. Neither Ladds nor CM
is an agent of the other,  and neither has authority to take action on behalf of
the other or to bind the other to any  obligation  to any third party whether by
virtue of this Agreement or otherwise.


3.   LADDS' OBLIGATIONS

     3.1.   Insofar  as  they  are  related  to  Ladds' obligations  as  defined
hereunder,  all material  aspects of the plans and activities of the Company and
of Ladds concerning this consulting will need to be communicated and coordinated
between  CM's CEO or his designee  and Ladds on a regular and  continuing  basis
throughout the term hereof such meetings to occur as agreed between the parties,
at least monthly, to review progress made and planned future activities.

     3.2.   Ladds  will advise  CM  concerning  such  matters  as CM's  board of
directors or CM's chief  executive  officer may, from time to time,  request but
primarily in connection  with helping to strengthen  international  and national
marketing and in connection with investor relations.

     3.3.   Ladds  will be  available  approximately forty (40) hours a month to
render the services  contemplated by this Agreement at mutually agreeable times.
The forty (40) hours per month which Ladds is  required  to be  available  shall
include time spent  communicating  and  coordinating  Ladds'  activities and, in
cases where Ladds is required to travel by air in connection  with the provision
of consulting services hereunder, shall include the period of time beginning two
(2) hours  prior to the  scheduled  departure  of Ladds'  flight and ending upon
arrival of such  flight at its  ultimate  destination.  For  projects  requiring
significantly more time than the forty (40) hours per month contemplated herein,
compensation will be separately and mutually agreed upon between the parties.



<PAGE>

                                       2



     3.4.   At the  request of CM,  Ladds, may be asked to travel up to ten (10)
days in any six (6) month period during the term hereof. Any air travel which is
required to be  undertaken by Ladds in connection  with his  performance  of the
consulting  services  to be  performed  hereunder  shall be in business or first
class  accommodations.  All expenses payable in connection with any travel which
Ladds may be required to undertake in  connection  with the  performance  of the
consulting services to be provided hereunder shall be at CM's expense.

     3.5.   Nothing  in  this  Agreement  is  intended  to  prohibit  Ladds from
engaging in any other activity.  Notwithstanding the foregoing,  nothing in this
Agreement  shall affect Ladds' rights or obligations  under any agreement he has
with CM.

     3.6.   In  providing  services  hereunder, Ladds is entitled to rely on all
information CM provides to him and is not  responsible to investigate or confirm
any such information;  he shall have inquiry access to CM's business information
system.

     3.7.   Ladds will  exercise his best  judgment and efforts in rendering the
services contemplated by this Agreement.


4.   COMPENSATION REIMBURSEMENT

     4.1.   In consideration of the services Ladds renders under this Agreement,
CM will pay Ladds  $23,750.00 per month for each month that this Agreement is in
effect.  The  monthly  consulting  fees  which are to be paid to Ladds  shall be
payable  whether  or not the  consulting  services  which CM  requests  Ladds to
provide  require Ladds to provide  forty (40) hours of  consulting  services per
month.  However,  in the event that Ladds performs  consulting  services at CM's
request for more than forty (40) hours per month, CM shall pay Ladds $200.00 per
hour for all such hours in excess of forty (40)  hours per  month.  Finally,  CM
acknowledges  and agrees  that in the event that either  Ladds or CM  terminates
this  Agreement  prior to  December  31, 2003  pursuant to Section 5 below,  the
monthly  consulting  fees to be paid to Ladds as provided  for by this Section 4
shall continue to be paid through the end of the sixty (60) day period beginning
on the day following the date either party  delivers a notice of  termination to
the other.

     4.2.   The monthly consulting fees to be paid to Ladds  pursuant to Section
4.1 above shall be due and payable on the first  business  day of each  calendar
month  beginning on and after the date of this  Agreement  through  December 31,
2003 or, if  earlier,  through the  effective  date of the  termination  of this
Agreement pursuant to Section 5 below.

     4.3.   Ladds will be entitled to reimbursement for reasonable out-of-pocket
travel  expenses  he  actually  incurs in  rendering  services  pursuant to this
Agreement  without prior  authorization  upon his  submission of vouchers in the
form  required by CM evidencing  such  expenses in accordance  with CM's current
corporate travel and other expense policies.

     4.4.   As an integral  component of this Agreement,  CM will be responsible
for  providing  office  accommodations  with  shared  or  part-time  secretarial
assistance for Ladds at the CM corporate  headquarters in Amherst,  New York, or
such other location as mutually agreed by the parties.



<PAGE>

                                       3



5.   TERM AND TERMINATION.  The term of this Agreement will commence on the date
hereof and end on December  31,  2003.  Thereafter,  the term may be extended by
mutual written  agreement of the parties for  additional one year terms.  Either
party may terminate this Agreement for any reason or for no reason, effective at
the end of the sixty (60) day period  beginning on the day following the day the
party desiring to terminate this Agreement  delivers notice of his or its intent
to  terminate  this  Agreement  to  the  other.  The  Agreement  will  terminate
automatically upon Ladds' inability, by reason of death or disability,  to carry
out his obligations as defined herein.


6.   ANNUAL REVIEW.  At least  annually,  the Chairman of the  Compensation  and
Nomination/Succession   Committee  will  conduct  a  review  of  the  continuing
effectiveness  and value of this  Agreement  with the  parties  hereto  and will
report the results of his review to the Board of Directors.


7.   INDEMNIFICATION.

     7.1.   To the fullest extent permitted by applicable law,  CM hereby agrees
to  indemnify,  defend,  and hold Ladds  harmless  from and  against any and all
liabilities and reasonable  expenses which Ladds may incur by reason of any acts
he may  perform,  advice  he may  render,  or  recommendations  he may  make  in
connection with the  performance of his obligations as defined herein,  provided
that no indemnification shall be made in any case in which such acts, advice, or
recommendations are made in bad faith, with deliberate dishonesty or as a result
of gross negligence.

     7.2.   At  the  written  request  of  Ladds,  CM  will,  in  advance of any
determination (by any court,  investigative agency or other third party) that CM
is obligated to indemnify  Ladds with respect to any  particular  action,  suit,
proceeding or investigation,  pay any attorneys' fees and other litigation costs
which may be incurred by Ladds in connection with any action, suit or proceeding
described  in the  preceding  paragraph as to which Ladds may be made a party or
threatened  to be made a  party;  provided,  however,  that if it is  ultimately
determined  that  Ladds  is not  entitled,  pursuant  to the  provisions  of the
preceding  paragraph,  to be  indemnified or fully  indemnified,  Ladds shall be
obligated  to  repay  to CM  the  amount,  or an  appropriate  portion,  of  the
attorneys' fees and other litigation costs advanced by CM.


8.   CHOICE OF LAW; ARBITRATION.

     8.1.   The provisions  of this  Section 7  do not  constitute a  waiver  by
either party hereto of the right to seek a judicial determination or forum where
such a waiver would be void under applicable laws.

     8.2.   To the maximum extent  permitted by applicable law, any  controversy
that may arise  between the parties  concerning  any matter  arising out of this
Agreement  will be governed by the laws of the State of New York without  regard
to  principles  of conflicts of laws and will be  determined  by an  arbitration
proceeding  to be held in Buffalo,  New York and in  accordance  with the rules,
regulations  and  procedures   then  in  effect  of  the  American   Arbitration
Association.  The award in any arbitration hereunder will be final, and judgment
upon the award may be  entered in any court  having  jurisdiction.  The  parties



<PAGE>


                                       4



hereby submit and agree to submit to the  jurisdiction of any such court for the
purpose of entering any such judgment.


9.   ASSIGNMENT NOT PERMITTED.  Neither party may assign  its rights or delegate
its obligations  hereunder,  and any attempted  assignment or delegation will be
void.


10.  ENTIRE AGREEMENT;  AMENDMENTS TO BE IN WRITING.  This Agreement constitutes
the entire  agreement  and  understandings  of the parties  with  respect to the
subject matter hereof. No amendment hereto will be binding unless that amendment
is in writing and signed by the party sought to be charged.


11.  NOTICES.  To be  effective,  any notice contemplated  by this  Agreement or
given in  connection  with  the  subject  matter  of this  Agreement  must be in
writing,  given to the receiving  party at that party's address set forth at the
beginning of this Agreement. Notice will be deemed to have been given when it is
received.  Either  party may change its  address for  purposes of giving  notice
hereunder  by  notifying  the other  party  pursuant to the  provisions  of this
Section 10.


12.  ENFORCEABILITY.    If  any  portion  of  this  Agreement  is  found  to  be
unenforceable  or invalid,  the  remaining  provisions of this  Agreement  shall
remain in full force and effect.


13.  MISCELLANEOUS.  All  section  headings  in this  Agreement  are for ease of
reference only and shall not govern the  interpretation of the other language in
this Agreement.


          To evidence their agreement to the foregoing,  the parties have caused
this Agreement to be executed as of the date first above written.



                                        COLUMBUS McKINNON CORPORATION


                                        By:  /s/ Timothy T. Tevens
                                             --------------------------------
                                                            Timothy T. Tevens
                                                            President and CEO


                                            /s/ Herbert P. Ladds, Jr.
                                            ---------------------------------
                                                        Herbert P. Ladds, Jr.




</TEXT>
</DOCUMENT>
</SUBMISSION>
