COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 1 OF THE 1998 PLAN RESTATEMENT


            Columbus McKinnon Corporation (the "Corporation")  hereby amends the
Columbus McKinnon  Corporation  Thrift 401(K) Plan (the "Plan"),  as amended and
restated  in  its  entirety   effective   April  1,  1998,  as  permitted  under
Section 14.1 of the Plan, as follows:

      1. Section 3.3, entitled  "Rollover  Contributions",  is amended effective
January 1, 1999, by changing subsection 3.3(d) thereof to read as follows:

            (d) In-Service  Distribution.  Participant may, upon written request
      to the  Committee,  withdraw  from his rollover  account such amount as he
      shall  specify.  Such a  withdrawal  will  be  effective  as of the  first
      Valuation Date that occurs at least 15 days after his  withdrawal  request
      is filed.

      2. Section 10.4, entitled "Loans", is amended effective January 1, 1998 by
changing the first sentence of such section  (before  subsection (a)) to read as
follows:

      10.4  Loans.   A  Participant   may  borrow  from  his  Salary   reduction
      Contribution  Account  (but not from his  Matching  Contribution  Account,
      Rollover  Account or any other  Account) in accordance  with the rules set
      forth in this Section 10.4.

      3. New Schedule B, entitled  "Special  Rules for Acquired  Employees",  is
added to the Plan effective September 1, 1998 and shall read as follows:

                Columbus McKinnon Corporation Thrift 401(k) Plan

               Schedule B -- Special Rules for Acquired Employees

SB.1 Certain  Former  Employees of Abell-Howe  Company.  Each Employee who is an
Eligible  Employee  on  September  1, 1998 and who was a  nonunion  employee  of
Abell-Howe  Company when that entity was acquired by the  Corporation  in August
1998--

      (a) Special Participation Rule-- shall be eligible to become a Participant
in the Plan on  September  1, 1998 or,  if later,  on the first day of the month
coinciding  with or next  following the expiration of 90 calendar days since the
first day on which the Employee was entitled to payment for the  performance  of
duties by Abell-Howe Company, and




Columbus McKinnon Corporation Thrift 401(k) Plan
Page 2 of Amendment No. 1 of 1998 Restatement


      (b) Special Vesting Rule-- shall be credited with Years of Vesting Service
calculated  on the  assumption  that Hours of Service  earned as an  employee of
Abell-Howe  Company before  September 1, 1998 were Hours of Service earned as an
Employee of the Corporation.







            IN WITNESS  WHEREOF,  this instrument of amendment has been executed
by a duly authorized officer of the Corporation this 10th day of December, 1998.



                                          COLUMBUS McKINNON CORPORATION


                                      By: /s/ Robert L. Montgomery, Jr.
                                          -----------------------------

                                   Title: Executive Vice President
                                          -----------------------------