SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   F 0 R M 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): October 25, 1997


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


                            New York
                 (State or other jurisdiction of incorporation)



        0-27618                                     16-0547600
(Commission File Number)                  (IRS Employer Identification No.)



140 John James Audubon Parkway, Amherst, New York            14228-1197
    (Address of principal executive offices)                 (Zip Code)




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






        (Former name or former address, if changed since last report)



<PAGE>



Item 5.           Other Events

                  On  October  25,  1997,  the Board of  Directors  of  Columbus
McKinnon  Corporation,  a New  York  corporation,  (the  "Company")  declared  a
dividend of one Right for each outstanding  share of the Company's Common Stock,
par value $.01 per share (the "Common Stock"),  to shareholders of record at the
close of business on November 10, 1997, 1997. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one  one-hundredth of a
share of Series A Junior  Participating  Preferred  Stock,  par value  $1.00 per
share (the  "Preferred  Stock"),  at a Purchase  Price of $80.00 per unit of one
one-hundredth  of a share,  subject to adjustment.  The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights  Agreement") between
the Company and American Stock Transfer & Trust Company, as Rights Agent.

                  Initially,  the Rights will be  attached  to all Common  Stock
certificates  representing  shares  then  outstanding,  and no  separate  Rights
Certificates will be distributed.  A Distribution Date will occur and the Rights
will separate from the Common Stock upon the earliest of (i) 10 days following a
public  announcement that a person or group of affiliated or associated  persons
(an  "Acquiring  Person")  has  acquired,  or  obtained  the  right to  acquire,
beneficial  ownership  of 15% or  more  of  the  shares  of  Common  Stock  then
outstanding1 (the "Stock Acquisition Date"), (ii) 10 business days following the
commencement  of a tender offer or exchange  offer that would result in a person
or group  beneficially  owning 15% or more of such outstanding  shares of Common
Stock  (unless  such  tender  offer  or  exchange  offer  is an  offer  for  all
outstanding  shares  of  Common  Stock  which  a  majority  of the  unaffiliated
Directors  who are  not  officers  of the  Company  determine  to be fair to and
otherwise in the best interests of the Company and its  shareholders)  and (iii)
the date the Board of  Directors  declares a person to be an  "Adverse  Person",
upon a determination by the Board that such Person, together with his affiliates
or  associates,  is or has  become  the  beneficial  owner of 15% or more of the
shares of  Common  Stock  outstanding,  and upon a  determination  by at least a
majority of the Continuing  Directors (as defined below) who are not officers of
the  Company,  after  reasonable  inquiry  and  investigation,   that  (a)  such
beneficial  ownership  by such  person  is  intended  to cause  the  Company  to
repurchase  the  Common  Stock  beneficially  owned by such  person  or to cause
pressure on the Company to take action or enter into a transaction  or series of
transactions intended to
--------
1        Under the Rights Agreement,  for purposes of calculating percentages of
         Common  Stock  outstanding,  shares of Common Stock  outstanding  shall
         include all shares of Common Stock deemed to be beneficially owned by a
         person and its  affiliates  and  associates,  even if not actually then
         outstanding.

                                        2

<PAGE>



provide such person with  short-term  financial gain under  circumstances  where
such  Continuing  Directors  determine that the best long-term  interests of the
Company  and its  shareholders  would not be served  by  taking  such  action or
entering into such  transactions  or series of transactions at that time, or (b)
such  beneficial  ownership is causing or reasonably  likely to cause a material
adverse impact (including,  but not limited to, impairment of relationships with
customers,  impairment  of the  Company's  ability to maintain  its  competitive
position or impairment of the Company's  business  reputation or ability to deal
with governmental agencies) on the business or prospects of the Company.

                  Until the Distribution  Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock  certificates,  (ii) new  Common  Stock  certificates  issued after
November 10, 1997  will contain  a  notation  incorporating the Rights Agreement
by  reference,  and (iii) the  surrender  for transfer of any  certificates  for
Common  Stock  outstanding  will also  constitute  the  transfer  of the  Rights
associated with the Common Stock represented by such certificate.

                  The Rights are not exercisable until the Distribution Date and
will  expire at the close of  business  on  November 10,  2007,  unless  earlier
redeemed by the Company as described below.

                  As soon as practicable  after the  Distribution  Date,  Rights
Certificates  will be mailed to holders of record of the Common  Stock as of the
close of business on the Distribution Date and, thereafter,  the separate Rights
Certificates alone will represent the Rights. Except (i) with respect to certain
shares of Common Stock issued or sold  pursuant to the exercise of stock options
or under any employee plan or arrangement,  or upon the exercise,  conversion or
exchange of certain securities of the Company,  or (ii) as otherwise  determined
by the Board of  Directors,  only  shares of Common  Stock  issued  prior to the
Distribution Date will be issued with Rights.

                  In the event that (i) a person becomes the beneficial owner of
15% or more of the then outstanding  shares of Common Stock  (except pursuant to
an offer for all  outstanding  shares of Common  Stock  which a majority  of the
Directors  who are not  officers of the Company  and who are not  affiliates  or
associates  of such person  determine  to be fair to and  otherwise  in the best
interests  of the Company and its  shareholders)  or (ii) the Board of Directors
declares  that a person is an  Adverse  Person  (each  such  event,  a  "Flip-in
Event"),  each holder of a Right will thereafter have the right to receive, upon
payment of the Purchase Price, Common Stock (or, in certain circumstances, cash,
property or other  securities of the Company) having a value (based on a formula
set forth in the Rights Agreement) equal to

                                        3

<PAGE>



two times the Purchase Price of the Right. Notwithstanding any of the foregoing,
following the  occurrence of the Flip-in  Event,  all Rights that are, or (under
certain  circumstances  specified in the Rights  Agreement)  were,  beneficially
owned by an  Acquiring  Person  or an  Adverse  Person  (or by  certain  related
parties) will be null and void.  However,  Rights are not exercisable  following
the  occurrence of the Flip-in Event until such time as the Rights are no longer
redeemable by the Company as set forth below.

                  For  example,  at a Purchase  Price of $80.00 per Right,  each
Right not owned by an  Acquiring  Person or an  Adverse  Person  (or by  certain
related parties) following a Flip-in-Event  would entitle its holder to purchase
$160.00  worth  of  Common  Stock  (or  other  consideration,  as  noted  above)
determined pursuant to a formula set forth in the Rights Agreement,  for $80.00.
Assuming  that the Common Stock had a per share value of $20.00 at such time (as
determined  pursuant to such  formula),  the holder of each valid Right would be
entitled to purchase eight shares of Common Stock for $80.00.

                  In the event that, at any time following the Stock Acquisition
Date (i) the  Company  is  acquired  in a merger or other  business  combination
transaction in which the Company is not the surviving corporation or in which it
is the surviving corporation but its Common Stock is changed or exchanged (other
than a  merger  meeting  certain  conditions  which  follows  an  offer  for all
outstanding  shares  of  Common  Stock  which  a  majority  of the  unaffiliated
Directors  who are  not  officers  of the  Company  determine  to be fair to and
otherwise in the best  interests of the Company and its  shareholders),  or (ii)
50% or more of the  Company's  assets,  earning  power  or cash  flow is sold or
transferred,  each holder of a Right (except Rights which  previously  have been
voided as set forth  above)  shall  thereafter  have the right to receive,  upon
payment of the Purchase  Price,  common stock of the acquiring  company having a
value equal to two times the exercise  price of the Right.  The events set forth
in this  paragraph  and the  Flip-in  Event  described  in the second  preceding
paragraph are referred to as the "Triggering Events."

                  The  Purchase  Price  payable,  and the number of units of one
one-hundredths  of a share of Preferred  Stock or other  securities  or property
issuable,  upon  exercise of the Rights are subject to  adjustment  from time to
time  to  prevent  dilution  (i) in the  event  of a  stock  dividend  on,  or a
subdivision,  combination or  reclassification  of, the Preferred Stock, (ii) if
holders  of the  Preferred  Stock are  granted  certain  rights or  warrants  to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred  Stock, or (iii) upon the  distribution to holders
of the Preferred Stock of evidences of  indebtedness  or assets  (excluding cash
dividends  not in excess of 200% of  regular  quarterly  cash  dividends)  or of
subscription rights or warrants (other than

                                        4

<PAGE>



those referred to above).

                  With certain  exceptions,  no adjustment in the Purchase Price
will be  required  until  cumulative  adjustments  amount  to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock (other than fractions of
one one-hundredth of a share, or integral multiples thereof) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of exercise.

                  At any time  until ten days  following  the Stock  Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right  (payable in cash,  Common  Stock or other  consideration  deemed
appropriate by the Board of Directors). Under certain circumstances set forth in
the Rights Agreement,  the decision to redeem shall require the concurrence of a
majority of the Continuing  Directors (as defined below) who are not officers of
the  Company.  Immediately  upon the action of the Board of  Directors  ordering
redemption  of the  Rights,  with,  where  required,  the  concurrence  of  such
Continuing  Directors,  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the $.01 redemption price.

                  The term  "Continuing  Director" means any member of the Board
of  Directors  of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board if
such  person  is  recommended  or  approved  by a  majority  of  the  Continuing
Directors,  but shall not include an Acquiring  Person,  an Adverse Person or an
affiliate or associate of any such person,  or any  representative of any of the
foregoing.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a shareholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
will  not be  taxable  to  shareholders  or to the  Company,  shareholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
Company or for common stock of the acquiring  company as set forth above, or are
redeemed as provided in the second preceding paragraph.

                  Other  than  certain  provisions  relating  to  the  principal
economic terms of the Rights,  any of the provisions of the Rights Agreement may
be amended by the Board of  Directors of the Company  prior to the  Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board (in  certain  circumstances,  with the  concurrence  of the
Continuing  Directors) in order to cure any ambiguity,  to make changes which do
not adversely affect the interests of holders of Rights (other

                                        5

<PAGE>



than an  Acquiring  Person or an Adverse  Person or an  affiliate  or  associate
thereof),  or to shorten or lengthen any time period under the Rights Agreement;
provided,  however,  that no  amendment  to  adjust  the time  period  governing
redemption shall be made at such time as the Rights are not redeemable.

                  The Rights have certain anti-takeover effects. Exercise of the
Rights will cause  substantial  dilution  to a person or group that  attempts to
acquire the Company on terms not approved by the  Company's  Board of Directors.
The existence of Rights, however, should not affect an offer at a fair price and
otherwise  in the  best  interests  of  the  Company  and  its  shareholders  as
determined by the Board of Directors.  The Rights should not interfere  with any
merger or other business  combination  approved by the Board of Directors  since
the Board of Directors may, at its option,  at any time until ten days following
the  Stock  Acquisition  Date  redeem  all but not  less  than  all of the  then
outstanding Rights at the $.01 redemption price.

                  The Rights Agreement  between the Company and the Rights Agent
specifying  the terms of the  Rights,  which  includes  as Exhibit B the Form of
Rights  Certificate,  the press release announcing the declaration of the Rights
and a letter to the  holders of the  Company's  Common  Stock  (together  with a
summary of the Rights attached  thereto) are attached hereto as exhibits and are
incorporated herein by reference.  The foregoing  description of the Rights does
not purport to be complete and is qualified in its entirety by reference to such
exhibits.

                                        6

<PAGE>



Item 7.           Exhibits


Exhibit Number      Description

          4         Rights Agreement, dated as of October 25,
                    1997, between Columbus McKinnon Corporation
                    and American Stock Transfer & Trust Company,
                    as Rights Agent


         20         Letter to the holders of Columbus McKinnon
                    Corporation Common Stock, dated November 10, 1997
                    (including Summary of Rights)


         99         Press Release, dated October 27, 1997





                                        7

<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 hereunto duly authorized.





                                              COLUMBUS McKINNON CORPORATION


                                     By:      /s/Robert L. Montgomery, Jr.
                                              Name: Robert L. Montgomery, Jr.
                                              Title: Executive Vice President


Dated:  October 27, 1997


                                        8

<PAGE>


                                  EXHIBIT INDEX


Exhibit Number                      Description                           Page

         4          Rights Agreement, dated as of                          10
                    October 25, 1997, between Columbus McKinnon
                    Corporation and American Stock Transfer
                    & Trust Company, as Rights Agent


         20         Letter to the holders of Columbus                      75
                    McKinnon Corporation Common Stock, dated
                    November 10, 1997 (including Summary of
                    Rights)


         99         Press Release, dated October 27, 1997                  82



                                       9

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   F 0 R M 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 25, 1997

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

                            New York
                 (State or other jurisdiction of incorporation)

        0-27618                                     16-0547600
(Commission File Number)                  (IRS Employer Identification No.)

140 John James Audubon Parkway, Amherst, New York            14228-1197
    (Address of principal executive offices)                 (Zip Code)

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

        (Former name or former address, if changed since last report)
Item 5.           Other Events

                  On  October  25,  1997,  the Board of  Directors  of  Columbus
McKinnon  Corporation,  a New  York  corporation,  (the  "Company")  declared  a
dividend of one Right for each outstanding  share of the Company's Common Stock,
par value $.01 per share (the "Common Stock"),  to shareholders of record at the
close of business on November 10, 1997, 1997. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one  one-hundredth of a
share of Series A Junior  Participating  Preferred  Stock,  par value  $1.00 per
share (the  "Preferred  Stock"),  at a Purchase  Price of $80.00 per unit of one
one-hundredth  of a share,  subject to adjustment.  The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights  Agreement") between
the Company and American Stock Transfer & Trust Company, as Rights Agent.

                  Initially,  the Rights will be  attached  to all Common  Stock
certificates  representing  shares  then  outstanding,  and no  separate  Rights
Certificates will be distributed.  A Distribution Date will occur and the Rights
will separate from the Common Stock upon the earliest of (i) 10 days following a
public  announcement that a person or group of affiliated or associated  persons
(an  "Acquiring  Person")  has  acquired,  or  obtained  the  right to  acquire,
beneficial  ownership  of 15% or  more  of  the  shares  of  Common  Stock  then
outstanding1 (the "Stock Acquisition Date"), (ii) 10 business days following the
commencement  of a tender offer or exchange  offer that would result in a person
or group  beneficially  owning 15% or more of such outstanding  shares of Common
Stock  (unless  such  tender  offer  or  exchange  offer  is an  offer  for  all
outstanding  shares  of  Common  Stock  which  a  majority  of the  unaffiliated
Directors  who are  not  officers  of the  Company  determine  to be fair to and
otherwise in the best interests of the Company and its  shareholders)  and (iii)
the date the Board of  Directors  declares a person to be an  "Adverse  Person",
upon a determination by the Board that such Person, together with his affiliates
or  associates,  is or has  become  the  beneficial  owner of 15% or more of the
shares of  Common  Stock  outstanding,  and upon a  determination  by at least a
majority of the Continuing  Directors (as defined below) who are not officers of
the  Company,  after  reasonable  inquiry  and  investigation,   that  (a)  such
beneficial  ownership  by such  person  is  intended  to cause  the  Company  to
repurchase  the  Common  Stock  beneficially  owned by such  person  or to cause
pressure on the Company to take action or enter into a transaction  or series of
transactions intended to
--------
1        Under the Rights Agreement,  for purposes of calculating percentages of
         Common  Stock  outstanding,  shares of Common Stock  outstanding  shall
         include all shares of Common Stock deemed to be beneficially owned by a
         person and its  affiliates  and  associates,  even if not actually then
         outstanding.

                                        2
provide such person with  short-term  financial gain under  circumstances  where
such  Continuing  Directors  determine that the best long-term  interests of the
Company  and its  shareholders  would not be served  by  taking  such  action or
entering into such  transactions  or series of transactions at that time, or (b)
such  beneficial  ownership is causing or reasonably  likely to cause a material
adverse impact (including,  but not limited to, impairment of relationships with
customers,  impairment  of the  Company's  ability to maintain  its  competitive
position or impairment of the Company's  business  reputation or ability to deal
with governmental agencies) on the business or prospects of the Company.

                  Until the Distribution  Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock  certificates,  (ii) new  Common  Stock  certificates  issued after
November 10, 1997  will contain  a  notation  incorporating the Rights Agreement
by  reference,  and (iii) the  surrender  for transfer of any  certificates  for
Common  Stock  outstanding  will also  constitute  the  transfer  of the  Rights
associated with the Common Stock represented by such certificate.

                  The Rights are not exercisable until the Distribution Date and
will  expire at the close of  business  on  November 10,  2007,  unless  earlier
redeemed by the Company as described below.

                  As soon as practicable  after the  Distribution  Date,  Rights
Certificates  will be mailed to holders of record of the Common  Stock as of the
close of business on the Distribution Date and, thereafter,  the separate Rights
Certificates alone will represent the Rights. Except (i) with respect to certain
shares of Common Stock issued or sold  pursuant to the exercise of stock options
or under any employee plan or arrangement,  or upon the exercise,  conversion or
exchange of certain securities of the Company,  or (ii) as otherwise  determined
by the Board of  Directors,  only  shares of Common  Stock  issued  prior to the
Distribution Date will be issued with Rights.

                  In the event that (i) a person becomes the beneficial owner of
15% or more of the then outstanding  shares of Common Stock  (except pursuant to
an offer for all  outstanding  shares of Common  Stock  which a majority  of the
Directors  who are not  officers of the Company  and who are not  affiliates  or
associates  of such person  determine  to be fair to and  otherwise  in the best
interests  of the Company and its  shareholders)  or (ii) the Board of Directors
declares  that a person is an  Adverse  Person  (each  such  event,  a  "Flip-in
Event"),  each holder of a Right will thereafter have the right to receive, upon
payment of the Purchase Price, Common Stock (or, in certain circumstances, cash,
property or other  securities of the Company) having a value (based on a formula
set forth in the Rights Agreement) equal to

                                        3
two times the Purchase Price of the Right. Notwithstanding any of the foregoing,
following the  occurrence of the Flip-in  Event,  all Rights that are, or (under
certain  circumstances  specified in the Rights  Agreement)  were,  beneficially
owned by an  Acquiring  Person  or an  Adverse  Person  (or by  certain  related
parties) will be null and void.  However,  Rights are not exercisable  following
the  occurrence of the Flip-in Event until such time as the Rights are no longer
redeemable by the Company as set forth below.

                  For  example,  at a Purchase  Price of $80.00 per Right,  each
Right not owned by an  Acquiring  Person or an  Adverse  Person  (or by  certain
related parties) following a Flip-in-Event  would entitle its holder to purchase
$160.00  worth  of  Common  Stock  (or  other  consideration,  as  noted  above)
determined pursuant to a formula set forth in the Rights Agreement,  for $80.00.
Assuming  that the Common Stock had a per share value of $20.00 at such time (as
determined  pursuant to such  formula),  the holder of each valid Right would be
entitled to purchase eight shares of Common Stock for $80.00.

                  In the event that, at any time following the Stock Acquisition
Date (i) the  Company  is  acquired  in a merger or other  business  combination
transaction in which the Company is not the surviving corporation or in which it
is the surviving corporation but its Common Stock is changed or exchanged (other
than a  merger  meeting  certain  conditions  which  follows  an  offer  for all
outstanding  shares  of  Common  Stock  which  a  majority  of the  unaffiliated
Directors  who are  not  officers  of the  Company  determine  to be fair to and
otherwise in the best  interests of the Company and its  shareholders),  or (ii)
50% or more of the  Company's  assets,  earning  power  or cash  flow is sold or
transferred,  each holder of a Right (except Rights which  previously  have been
voided as set forth  above)  shall  thereafter  have the right to receive,  upon
payment of the Purchase  Price,  common stock of the acquiring  company having a
value equal to two times the exercise  price of the Right.  The events set forth
in this  paragraph  and the  Flip-in  Event  described  in the second  preceding
paragraph are referred to as the "Triggering Events."

                  The  Purchase  Price  payable,  and the number of units of one
one-hundredths  of a share of Preferred  Stock or other  securities  or property
issuable,  upon  exercise of the Rights are subject to  adjustment  from time to
time  to  prevent  dilution  (i) in the  event  of a  stock  dividend  on,  or a
subdivision,  combination or  reclassification  of, the Preferred Stock, (ii) if
holders  of the  Preferred  Stock are  granted  certain  rights or  warrants  to
subscribe for Preferred Stock or convertible securities at less than the current
market price of the Preferred  Stock, or (iii) upon the  distribution to holders
of the Preferred Stock of evidences of  indebtedness  or assets  (excluding cash
dividends  not in excess of 200% of  regular  quarterly  cash  dividends)  or of
subscription rights or warrants (other than

                                        4
those referred to above).

                  With certain  exceptions,  no adjustment in the Purchase Price
will be  required  until  cumulative  adjustments  amount  to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock (other than fractions of
one one-hundredth of a share, or integral multiples thereof) will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date of exercise.

                  At any time  until ten days  following  the Stock  Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right  (payable in cash,  Common  Stock or other  consideration  deemed
appropriate by the Board of Directors). Under certain circumstances set forth in
the Rights Agreement,  the decision to redeem shall require the concurrence of a
majority of the Continuing  Directors (as defined below) who are not officers of
the  Company.  Immediately  upon the action of the Board of  Directors  ordering
redemption  of the  Rights,  with,  where  required,  the  concurrence  of  such
Continuing  Directors,  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the $.01 redemption price.

                  The term  "Continuing  Director" means any member of the Board
of  Directors  of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board if
such  person  is  recommended  or  approved  by a  majority  of  the  Continuing
Directors,  but shall not include an Acquiring  Person,  an Adverse Person or an
affiliate or associate of any such person,  or any  representative of any of the
foregoing.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a shareholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.  While the distribution of the Rights
will  not be  taxable  to  shareholders  or to the  Company,  shareholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
Company or for common stock of the acquiring  company as set forth above, or are
redeemed as provided in the second preceding paragraph.

                  Other  than  certain  provisions  relating  to  the  principal
economic terms of the Rights,  any of the provisions of the Rights Agreement may
be amended by the Board of  Directors of the Company  prior to the  Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board (in  certain  circumstances,  with the  concurrence  of the
Continuing  Directors) in order to cure any ambiguity,  to make changes which do
not adversely affect the interests of holders of Rights (other

                                        5
than an  Acquiring  Person or an Adverse  Person or an  affiliate  or  associate
thereof),  or to shorten or lengthen any time period under the Rights Agreement;
provided,  however,  that no  amendment  to  adjust  the time  period  governing
redemption shall be made at such time as the Rights are not redeemable.

                  The Rights have certain anti-takeover effects. Exercise of the
Rights will cause  substantial  dilution  to a person or group that  attempts to
acquire the Company on terms not approved by the  Company's  Board of Directors.
The existence of Rights, however, should not affect an offer at a fair price and
otherwise  in the  best  interests  of  the  Company  and  its  shareholders  as
determined by the Board of Directors.  The Rights should not interfere  with any
merger or other business  combination  approved by the Board of Directors  since
the Board of Directors may, at its option,  at any time until ten days following
the  Stock  Acquisition  Date  redeem  all but not  less  than  all of the  then
outstanding Rights at the $.01 redemption price.

                  The Rights Agreement  between the Company and the Rights Agent
specifying  the terms of the  Rights,  which  includes  as Exhibit B the Form of
Rights  Certificate,  the press release announcing the declaration of the Rights
and a letter to the  holders of the  Company's  Common  Stock  (together  with a
summary of the Rights attached  thereto) are attached hereto as exhibits and are
incorporated herein by reference.  The foregoing  description of the Rights does
not purport to be complete and is qualified in its entirety by reference to such
exhibits.

                                        6
Item 7.           Exhibits

Exhibit Number      Description

          4         Rights Agreement, dated as of October 25,
                    1997, between Columbus McKinnon Corporation
                    and American Stock Transfer & Trust Company,
                    as Rights Agent

         20         Letter to the holders of Columbus McKinnon
                    Corporation Common Stock, dated November 10, 1997
                    (including Summary of Rights)

         99         Press Release, dated October 27, 1997

                                        7
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 hereunto duly authorized.

                                              COLUMBUS McKINNON CORPORATION

                                     By:      /s/Robert L. Montgomery, Jr.
                                              Name: Robert L. Montgomery, Jr.
                                              Title: Executive Vice President

Dated:  October 27, 1997

                                        8
EXHIBIT INDEX

Exhibit Number                      Description                           Page

         4          Rights Agreement, dated as of                          10
                    October 25, 1997, between Columbus McKinnon
                    Corporation and American Stock Transfer
                    & Trust Company, as Rights Agent

         20         Letter to the holders of Columbus                      75
                    McKinnon Corporation Common Stock, dated
                    November 10, 1997 (including Summary of
                    Rights)

         99         Press Release, dated October 27, 1997                  82

                                       9