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 1, 1998


                    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  1,  1998,   the  Board  of  Directors  of  Columbus   McKinnon
Corporation,  a New York corporation,  (the "Company")  approved the adoption of
the  First  Amendment  and  Restatement  of the  Rights  Agreement  (the  "First
Amendment")  between the Company and American  Stock Transfer and Trust Company,
as Rights Agent.  The First Amendment sets forth the terms and provisions of the
rights (the "Rights") of the Company's shareholders 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  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
3, 1997.

     The  First  Amendment  increases  the  Common  Stock  ownership  threshhold
necessary to  constitute  a  Distribution  Date or a  Triggering  Event (each as
defined  in the  First  Amendment)  from  15% to 20%.  In  addition,  the  First
Amendment eliminates the "Continuing Director" provisions,  whereby only members
of the Board of  Directors of the Company who were members of the Board prior to
the date of the Rights Agreement  between the Company and the Rights Agent dated
as of  October  25,  1997  ("Continuing  Directors"),  and  any  person  who  is
subsequently elected to the Board if such person is recommended or approved by a
majority of the Continuing  Directors,  were authorized to (i) redeem the Rights
or (ii) cause the  occurrence  of a  Triggering  Event by  declaring a person or
entity to be an "adverse party".

     The First  Amendment is attached  hereto as an exhibit and is  incorporated
herein by reference.  The foregoing  description of the First  Amendment and the
Rights does not  purport to be  complete  and is  qualified  in its  entirety by
reference to such exhibit.

                                       2
<PAGE>

Item 7.  EXHIBITS


EXHIBIT NUMBER      DESCRIPTION
--------------      -----------

     4              First Amendment and Restatement of Rights Agreement, dated 
                    as of October 1, 1998, between Columbus McKinnon Corporation
                    and American Stock Transfer & Trust Company, as Rights Agent


                                       3








<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:
                                       -----------------------------------------
                                       Name: Robert L. Montgomery, Jr.
                                       Title: Executive Vice President


Dated:  October 29, 1998

                                       4
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NUMBER          DESCRIPTION                                      
--------------          -----------                                      

     4                  First Amendment and Restatement of Rights 
                        Agreement, dated as of October 1, 1998, between 
                        Columbus McKinnon Corporation and American
                        Stock Transfer & Trust Company, as Rights Agent




                                       5
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{"company-data": {"conformed-name": "COLUMBUS MCKINNON CORP", "cik": "0001005229", "assigned-sic": "3531", "irs-number": "160547600", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27618", "film-number": "98732799"}, "business-address": {"street1": "140 JOHN JAMES AUDUBON PKWY", "city": "AMHERST", "state": "NY", "zip": "14228-1197", "phone": "7166895400"}, "mail-address": {"street1": "140 JOHN JAMES AUDUBON PARKWAY", "city": "AMHERST", "state": "NY", "zip": "14228-1197"}}
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 1, 1998

                    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  1,  1998,   the  Board  of  Directors  of  Columbus   McKinnon
Corporation,  a New York corporation,  (the "Company")  approved the adoption of
the  First  Amendment  and  Restatement  of the  Rights  Agreement  (the  "First
Amendment")  between the Company and American  Stock Transfer and Trust Company,
as Rights Agent.  The First Amendment sets forth the terms and provisions of the
rights (the "Rights") of the Company's shareholders 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  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
3, 1997.

     The  First  Amendment  increases  the  Common  Stock  ownership  threshhold
necessary to  constitute  a  Distribution  Date or a  Triggering  Event (each as
defined  in the  First  Amendment)  from  15% to 20%.  In  addition,  the  First
Amendment eliminates the "Continuing Director" provisions,  whereby only members
of the Board of  Directors of the Company who were members of the Board prior to
the date of the Rights Agreement  between the Company and the Rights Agent dated
as of  October  25,  1997  ("Continuing  Directors"),  and  any  person  who  is
subsequently elected to the Board if such person is recommended or approved by a
majority of the Continuing  Directors,  were authorized to (i) redeem the Rights
or (ii) cause the  occurrence  of a  Triggering  Event by  declaring a person or
entity to be an "adverse party".

     The First  Amendment is attached  hereto as an exhibit and is  incorporated
herein by reference.  The foregoing  description of the First  Amendment and the
Rights does not  purport to be  complete  and is  qualified  in its  entirety by
reference to such exhibit.

                                       2
Item 7.  EXHIBITS

EXHIBIT NUMBER      DESCRIPTION
--------------      -----------

     4              First Amendment and Restatement of Rights Agreement, dated 
                    as of October 1, 1998, between Columbus McKinnon Corporation
                    and American Stock Transfer & Trust Company, as Rights Agent

                                       3
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:
                                       -----------------------------------------
                                       Name: Robert L. Montgomery, Jr.
                                       Title: Executive Vice President

Dated:  October 29, 1998

                                       4
EXHIBIT INDEX

EXHIBIT NUMBER          DESCRIPTION                                      
--------------          -----------                                      

     4                  First Amendment and Restatement of Rights 
                        Agreement, dated as of October 1, 1998, between 
                        Columbus McKinnon Corporation and American
                        Stock Transfer & Trust Company, as Rights Agent

                                       5