Exhibit 3.2


                            CERTIFICATE OF AMENDMENT
                       TO THE CERTIFICATE OF INCORPORATION
                                       of
                          COLUMBUS MCKINNON CORPORATION
               (Under Section 805 of the Business Corporation Law)

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


The undersigned,  Timothy R. Harvey,  Corporate  Secretary of Columbus  McKinnon
Corporation,  a New York  corporation (the  "CORPORATION"),  hereby certifies as
follows:

1. The name of the Corporation is COLUMBUS MCKINNON CORPORATION.  The name under
which the Corporation was formed is COLUMBUS MCKINNON CHAIN CO., INC.

2. The original Certificate of Incorporation of the Corporation was filed by the
Department of State on September 23, 1929.

3.  The  amendment  of  the  Certificate  of  Incorporation   effected  by  this
Certificate  of Amendment is to eliminate  the series of preferred  shares,  par
value  $1.00  per  share,  of the  Corporation  entitled  the  "Series  A Junior
Participating  Preferred  Stock",  none  of  which  shares  of such  series  are
outstanding  and none of which  shares of such series will be issued  subject to
the Certificate of  Incorporation.  This Certificate of Amendment  constitutes a
series elimination. It does not change the number of authorized preferred shares
under Article FOURTH of the Certificate of Incorporation.

4. When this Certificate of Amendment becomes accepted for filing, it shall have
the effect of eliminating from the Certificate of Incorporation  all matters set
forth therein with respect to the Series A Junior Participating Preferred Stock.
In  furtherance  thereof,  Article NINTH of the  Certificate  of  Incorporation,
relating  to the  Series A  Junior  Participating  Preferred  Stock,  is  hereby
stricken  out in its  entirety,  without  substituting  a new  Article  in  lieu
thereof.

5.  Following  the  elimination  of  the  250,000  shares  of  Series  A  Junior
Participating  Preferred Stock, the Board of Directors of the Corporation  shall
continue to be authorized to issue up to 1,000,000  preferred shares,  par value
$1.00 per share, under Article FOURTH of the Certificate of Incorporation.

6. The Board of Directors of the  Corporation  authorized  the  amendment of the
Certificate of Incorporation  under the authority vested in said Board under the
provisions  of  the  Certificate  of  Incorporation  and of  Section  502 of the
Business Corporation Law.

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IN WITNESS WHEREOF, the undersigned has subscribed this Certificate of Amendment
to the Certificate of Incorporation of the Corporation and affirm the statements
herein  contained  as true under  penalties of perjury this 24th day of January,
2008.

                                                     /S/ Timothy R. Harvey
                                                     ---------------------------
                                                     Timothy R. Harvey
                                                     Corporate Secretary


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