UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 Form 10-Q

   (Mark One)

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

               For the quarterly period ended March 31, 2002

                                    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 1-871


                       BUCYRUS INTERNATIONAL, INC.
          (Exact Name of Registrant as Specified in its Charter)


              DELAWARE                       39-0188050
  (State or Other Jurisdiction of         (I.R.S. Employer
  Incorporation or Organization)         Identification No.)

                               P. O. BOX 500
                           1100 MILWAUKEE AVENUE
                        SOUTH MILWAUKEE, WISCONSIN
                                   53172
                 (Address of Principal Executive Offices)
                                (Zip Code)

                               (414) 768-4000
           (Registrant's Telephone Number, Including Area Code)

   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.  Yes [ X ]   No [   ]

   Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

               Class                            Outstanding May 10, 2002

     Common Stock, $.01 par value                      1,435,600




               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX



                                                                   Page No.

PART I.  FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Statements of Operations -
           Quarters ended March 31, 2002 and 2001                        3

           Consolidated Condensed Statements of
           Comprehensive Loss - Quarters ended
           March 31, 2002 and 2001                                       4

           Consolidated Condensed Balance Sheets -
           March 31, 2002 and December 31, 2001                        5-6

           Consolidated Condensed Statements of Cash Flows -
           Quarters ended March 31, 2002 and 2001                        7

           Notes to Consolidated Condensed Financial
           Statements                                                 8-17

         Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations      18-24

PART II. OTHER INFORMATION:

         Item 6 - Exhibits and Reports on Form 8-K                      25

         Signature Page                                                 26



               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
              CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
             (Dollars in Thousands, Except Per Share Amounts)

                                        Quarter Ended March 31,
                                        2002            2001
Revenues:
  Net sales                          $   64,430      $   64,702
  Other income                               54             105
                                     __________      __________

                                         64,484          64,807
                                     __________      __________
Costs and Expenses:
  Cost of products sold                  52,171          52,699
  Engineering and field service,
    selling, administrative and
    miscellaneous expenses                9,692          11,192
  Interest expense                        4,599           5,421
                                     __________      __________

                                         66,462          69,312
                                     __________      __________

Loss before income taxes                 (1,978)         (4,505)

Income taxes                                606             100
                                     __________      __________

Net loss                             $   (2,584)     $   (4,605)


Net loss per share
 of common stock:

   Basic                             $    (1.80)     $    (3.21)


   Diluted                           $    (1.80)     $    (3.21)




         See notes to consolidated condensed financial statements.



               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
                   CONSOLIDATED CONDENSED STATEMENTS OF
                            COMPREHENSIVE LOSS
                          (Dollars in Thousands)

                                         Quarter Ended March 31,
                                         2002            2001

Net loss                               $ (2,584)       $ (4,605)

Other comprehensive loss -
  foreign currency translation
  adjustments                              (324)         (3,448)
                                       ________        ________

Comprehensive loss                     $ (2,908)       $ (8,053)




         See notes to consolidated condensed financial statements.



<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
                                March 31,     December 31,                                     March 31,     December 31,
                                  2002            2001                                           2002            2001
<S>                             <C>           <C>             <C>                              <C>           <C>
                                                              LIABILITIES AND COMMON
ASSETS                                                          SHAREHOLDERS' INVESTMENT
CURRENT ASSETS:                                                 CURRENT LIABILITIES:
 Cash and cash                                                   Accounts payable and
  equivalents                   $  5,331        $  7,218          accrued expenses             $ 52,383        $ 47,760
 Receivables                      49,433          55,554         Liabilities to customers
 Inventories                     110,535         102,008          on uncompleted contracts
 Prepaid expenses and                                             and warranties                  3,679           6,008
  other current assets             8,657           5,827         Income taxes                     1,696           1,205
                                ________        ________         Borrowings under revolving
                                                                  credit facility and
 Total Current Assets            173,956         170,607          other short-term
                                                                  obligations                    66,691             566
OTHER ASSETS:                                                    Current maturities of
 Restricted funds                                                 long-term debt                    669             732
  on deposit                       1,331             582                                       ________        ________
 Goodwill - net                   55,660          55,660
 Intangible assets - net          39,189          39,601         Total Current Liabilities      125,118          56,271
 Other assets                     13,234          12,092
                                ________        ________        LONG-TERM LIABILITIES:
                                                                 Liabilities to customers on
                                 109,414         107,935          uncompleted contracts
                                                                  and warranties                  2,000           2,000
PROPERTY, PLANT AND EQUIPMENT:                                   Postretirement benefits         13,060          13,277
 Cost                            105,057         115,730         Deferred expenses,
 Less accumulated                                                 pension and other              30,037          33,775
  depreciation                   (37,783)        (38,527)        Interest payable to
                                ________        ________          Holdings                       12,905          11,062
                                                                                               ________        ________
                                  67,274          77,203
                                                                                                 58,002          60,114
                                                                LONG-TERM DEBT, less
                                                                 current maturities             153,260         222,188

                                                                COMMON SHAREHOLDERS' INVESTMENT:
                                                                 Common stock - par value
                                                                  $.01 per share, authorized
                                                                  1,700,000 shares, issued
                                                                  shares 1,444,650                   14              14
                                                                 Additional paid-in capital     147,715         147,715
                                                                 Treasury stock -
                                                                  9,050 shares, at cost            (851)           (851)
                                                                 Accumulated deficit            (93,000)        (90,416)
                                                                 Accumulated other
                                                                  comprehensive loss            (39,614)        (39,290)
                                                                                               ________        ________

                                                                                                 14,264          17,172
                              ________          ________                                       ________        ________

                              $350,644          $355,745                                       $350,644        $355,745


<FN>
                         See notes to consolidated condensed financial statements.
</FN>
</TABLE>




               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                          (Dollars in Thousands)

                                            Quarter Ended March 31,
                                            2002                2001

Net Cash Used In Operating Activities     $ (5,612)           $ (5,536)
                                          ________            ________
Cash Flows From Investing Activities
Increase in restricted funds
  on deposit                                  (749)               (421)
Proceeds from sale of The Principal
  Financial Group shares                     2,974                   -
Purchases of property, plant
  and equipment                             (1,036)               (779)
Net proceeds from sale and leaseback
  transaction                                6,657                   -
Proceeds from sale of property, plant
  and equipment                                 67                 474
                                          ________            ________

Net cash provided by (used in)
  investing activities                       7,913                (726)
                                          ________            ________
Cash Flows From Financing Activities
Net proceeds from (repayments of)
  revolving credit facilities               (2,779)              4,056
Net decrease in long-term debt
  and other bank borrowings                    (87)               (144)
Payment of refinancing expenses             (1,451)                  -
                                          ________            ________

Net cash provided by (used in)
  financing activities                      (4,317)              3,912
                                          ________            ________

Effect of exchange rate changes on cash        129                (406)
                                          ________            ________
Net decrease in cash
  and cash equivalents                      (1,887)             (2,756)
Cash and cash equivalents at
  beginning of period                        7,218               6,948
                                          ________            ________
Cash and cash equivalents at
  end of period                           $  5,331            $  4,192



Supplemental Disclosures of Cash Flow Information

                                            2002                2001
Cash paid (received) during the
 period for:
  Interest                                $  4,429            $  5,486
  Income taxes - net of refunds                254                (279)


Supplemental Schedule of Non-Cash Investing and Financing Activities

On March 20, 2001, the Company recorded an equity contribution from Bucyrus
Holdings, LLC ("Holdings"), the Company's parent, and a corresponding
reduction in interest payable to Holdings in the amount of $2,171,000, which
represented accrued interest as of June 30, 2000 on the 9-3/4% Senior Notes
due 2007 acquired by Holdings.

         See notes to consolidated condensed financial statements.




               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1. In the opinion of Bucyrus International, Inc. (the "Company"), the
   consolidated condensed financial statements contain all adjustments
   (consisting of normal recurring accruals) necessary to present fairly the
   financial results for the interim periods.  Certain items are included in
   these statements based on estimates for the entire year.  The Company's
   operations are classified as one operating segment.  The Company is
   currently substantially wholly-owned by Bucyrus Holdings, LLC
   ("Holdings").

2. Certain notes and other information have been condensed or omitted from
   these interim consolidated condensed financial statements.  Therefore,
   these statements should be read in conjunction with the Company's 2001
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 29, 2002.

3. Inventories consist of the following:

                                      March 31,      December 31,
                                        2002             2001
                                         (Dollars in Thousands)

   Raw materials and parts            $ 16,279         $ 13,646
   Costs relating to
     uncompleted contracts                 252                -
   Work in process                      11,300           12,837
   Finished products (primarily
     replacement parts)                 82,704           75,525
                                      ________         ________

                                      $110,535         $102,008


4. Basic and diluted net loss per share of common stock were computed by
   dividing net loss by the weighted average number of shares of common
   stock outstanding.  Stock options outstanding were not included in the
   per share calculations because they did not have a dilutive effect.  The
   numerators and the denominators of the basic and diluted net loss per
   share of common stock calculations are as follows:

                                              Quarter Ended March 31,
                                              2002              2001
                                           (Dollars in Thousands, Except
                                                Per Share Amounts)
   Basic and Diluted

     Net loss                              $   (2,584)       $   (4,605)


     Weighted average shares outstanding    1,435,600         1,435,600


     Net loss per share                    $    (1.80)       $    (3.21)


5. On June 30, 2001, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards No. 142, "Goodwill and Other
   Intangible Assets" ("SFAS 142").  SFAS 142 establishes accounting and
   reporting standards associated with goodwill and other intangible assets.
   With the adoption of SFAS 142, goodwill is no longer subject to
   amortization, but instead is subject to an evaluation for impairment at
   least annually by applying a two-step fair-value-based test.
   Additionally, intangible assets with indefinite lives are also no longer
   amortized but are subject to an evaluation for impairment at least
   annually by applying a lower-of-cost-or-market test.  Intangible assets
   with finite lives continue to be amortized.  The Company adopted SFAS 142
   on January 1, 2002.  For goodwill, the Company must complete Step 1 of
   the goodwill transition impairment test by June 30, 2002; if the fair
   value of the Company's reporting units is below the carrying amounts,
   Step 2 of the goodwill transition impairment test must be completed, and
   an impairment loss recognized, by December 31, 2002.  The adoption of
   SFAS 142 decreased goodwill amortization expense in the first quarter of
   2002 by $540,000 or $.38 per share.  The Company has completed an
   impairment analysis of its indefinite life intangible assets in
   accordance with the provisions of SFAS 142 and has determined that an
   impairment charge is not required.  Intangible asset amortization expense
   in the first quarter of 2002 decreased by approximately $121,000 or $.08
   per share.

6. On January 4, 2002, the Company completed a sale and leaseback
   transaction for a portion of its land and buildings in South Milwaukee,
   Wisconsin.  The Company is leasing back the property under an operating
   lease over a period of twenty years with options for renewals.  Net
   proceeds received from this transaction were $7,157,000 less $500,000
   required as a security deposit.  No gain or loss was recognized on this
   transaction.

7. The Company's payment obligations under its 9-3/4% Senior Notes due 2007
   (the "Senior Notes") are guaranteed by certain of the Company's wholly-
   owned subsidiaries (the "Guarantor Subsidiaries").  Such guarantees are
   full, unconditional and joint and several.  Separate financial statements
   of the Guarantor Subsidiaries are not presented because the Company's
   management has determined that they would not be material to investors.
   The following supplemental financial information sets forth, on an
   unconsolidated basis, statement of operations, balance sheet and
   statement of cash flow information for the Company (the "Parent
   Company"), for the Guarantor Subsidiaries and for the Company's non-
   guarantor subsidiaries (the "Other Subsidiaries").  The supplemental
   financial information reflects the investments of the Company in the
   Guarantor and Other Subsidiaries using the equity method of accounting.
   The Company has determined that it is not practicable to allocate
   goodwill, intangible assets and deferred income taxes to the Guarantor
   Subsidiaries and Other Subsidiaries.  Parent Company amounts for net
   earnings (loss) and common shareholders' investment differ from
   consolidated amounts as intercompany profit in subsidiary inventory has
   not been eliminated in the Parent Company statement but has been
   eliminated in the Consolidated Totals.



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    Quarter Ended March 31, 2002
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                    $ 34,376     $ 12,080       $ 31,777      $(13,803)     $ 64,430
  Other income                    1,569            -            177        (1,692)           54
                               ________     ________       ________      ________      ________

                                 35,945       12,080         31,954       (15,495)       64,484
                               ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold          28,933       11,453         25,588       (13,803)       52,171
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        5,463          465          3,764             -         9,692
  Interest expense                4,610          317          1,364        (1,692)        4,599
                               ________     ________       ________      ________      ________

                                 39,006       12,235         30,716       (15,495)       66,462
                               ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net loss of
  consolidated subsidiaries      (3,061)        (155)         1,238             -        (1,978)
Income taxes (benefit)              184           (1)           423             -           606
                               ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net loss of
  consolidated subsidiaries      (3,245)        (154)           815             -        (2,584)

Equity in net earnings of
  consolidated subsidiaries         661            -              -          (661)            -
                               ________     ________       ________      ________      ________

Net earnings (loss)            $ (2,584)    $   (154)      $    815      $   (661)     $ (2,584)

</TABLE>



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    Quarter Ended March 31, 2001
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                    $ 37,441     $  9,498       $ 30,147      $(12,384)     $ 64,702
  Other income                    2,437           43            191        (2,566)          105
                               ________     ________       ________      ________      ________

                                 39,878        9,541         30,338       (14,950)       64,807
                               ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold          31,790        8,470         24,903       (12,464)       52,699
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        7,018          213          3,961             -        11,192
  Interest expense                5,331          485          2,171        (2,566)        5,421
                               ________     ________       ________      ________      ________

                                 44,139        9,168         31,035       (15,030)       69,312
                               ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net loss of
  consolidated subsidiaries      (4,261)         373           (697)           80        (4,505)
Income taxes (benefit)              112          150           (162)            -           100
                               ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net loss of
  consolidated subsidiaries      (4,373)         223           (535)           80        (4,605)

Equity in net loss of
  consolidated subsidiaries        (312)           -              -           312             -
                               ________     ________       ________      ________      ________

Net earnings (loss)            $ (4,685)    $    223       $   (535)     $    392      $ (4,605)
</TABLE>



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                           March 31, 2002
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents    $      -     $     28       $  5,303      $       -     $  5,331
  Receivables                    20,188        8,067         21,178              -       49,433
  Intercompany receivables       85,477        1,168         10,689        (97,334)           -
  Inventories                    58,460        9,408         44,045         (1,378)     110,535
  Prepaid expenses and
    other current assets          2,438          811          5,408              -        8,657
                               ________     ________       ________      _________     ________

  Total Current Assets          166,563       19,482         86,623        (98,712)     173,956

OTHER ASSETS:
  Restricted funds on deposit       767            -            564              -        1,331
  Goodwill - net                 55,660            -              -              -       55,660
  Intangible assets - net        39,189            -              -              -       39,189
  Other assets                   11,119            -          2,115              -       13,234
  Investment in subsidiaries      7,122            -              -         (7,122)           -
                               ________     ________       ________      _________     ________

                                113,857            -          2,679         (7,122)     109,414

PROPERTY, PLANT AND
 EQUIPMENT - net                 50,194        6,188         10,892              -       67,274
                               ________     ________       ________      _________     ________

                               $330,614     $ 25,670       $100,194      $(105,834)    $350,644


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 36,024     $  2,779       $ 13,731      $    (151)    $ 52,383
  Intercompany payables               -       30,262         60,828        (91,090)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                1,052            7          2,620              -        3,679
  Income taxes                      263           24          1,409              -        1,696
  Borrowings under revolving
    credit facility and other
    short-term obligations       66,054            -            637              -       66,691
  Current maturities of
    long-term debt                  221            8            440              -          669
                               ________     ________       ________      _________     ________

  Total Current Liabilities     103,614       33,080         79,665        (91,241)     125,118

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                2,000            -              -              -        2,000
  Postretirement benefits        12,655            -            405              -       13,060
  Deferred expenses,
    pension and other            28,021          347          1,669              -       30,037
  Interest payable
    to Holdings                  12,905            -              -              -       12,905
                               ________     ________       ________      _________     ________

                                 55,581          347          2,074              -       58,002

LONG-TERM DEBT, less
  current maturities            150,084          349          2,827              -      153,260

COMMON SHAREHOLDERS'
  INVESTMENT                     21,335       (8,106)        15,628        (14,593)      14,264
                               ________     ________       ________      _________     ________

                               $330,614     $ 25,670       $100,194      $(105,834)    $350,644
</TABLE>



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 2001
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents    $      -     $     28       $  7,190      $       -     $  7,218
  Receivables                    24,407        7,146         24,001              -       55,554
  Intercompany receivables       79,336        1,127         12,529        (92,992)           -
  Inventories                    53,365        9,025         43,237         (3,619)     102,008
  Prepaid expenses and
    other current assets            542          282          5,003              -        5,827
                               ________     ________       ________      _________     ________

    Total Current Assets        157,650       17,608         91,960        (96,611)     170,607

OTHER ASSETS:
  Restricted funds on deposit        42            -            540              -          582
  Goodwill                       55,660            -              -              -       55,660
  Intangible assets - net        39,601            -              -              -       39,601
  Other assets                   10,203            -          1,889              -       12,092
  Investment in subsidiaries      7,103            -              -         (7,103)           -
                               ________     ________       ________      _________     ________

                                112,609            -          2,429         (7,103)     107,935

PROPERTY, PLANT AND
 EQUIPMENT - net                 60,172        5,904         11,127              -       77,203
                               ________     ________       ________      _________     ________

                               $330,431     $ 23,512       $105,516      $(103,714)    $355,745


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 30,732     $  2,533       $ 14,730      $    (235)    $ 47,760
  Intercompany payables              44       27,771         60,532        (88,347)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                2,800          522          2,686              -        6,008
  Income taxes                      234           29            942              -        1,205
  Short-term obligations              -            -            566              -          566
  Current maturities of
    long-term debt                  237            8            487              -          732
                               ________     ________       ________      _________     ________

  Total Current Liabilities      34,047       30,863         79,943        (88,582)      56,271

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                2,000            -              -              -        2,000
  Postretirement benefits        12,863            -            414              -       13,277
  Deferred expenses,
    pension and other            32,032          249          1,494              -       33,775
  Interest payable to
    Holdings                     11,062            -              -              -       11,062
                               ________     ________       ________      _________     ________

                                 57,957          249          1,908              -       60,114

LONG-TERM DEBT, less
  current maturities            213,226          352          8,610              -      222,188

COMMON SHAREHOLDERS'
  INVESTMENT                     25,201       (7,952)        15,055        (15,132)      17,172
                               ________     ________       ________      _________     ________

                               $330,431     $ 23,512       $105,516      $(103,714)    $355,745
</TABLE>



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                    Quarter Ended March 31, 2002
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities       $ (9,869)    $    234       $  4,023      $      -      $ (5,612)
                               ________     ________       ________      ________      ________
Cash Flows From Investing
Activities
Increase in restricted
  funds on deposit                 (725)           -            (24)            -          (749)
Proceeds from sale of
  The Principal Financial
  Group shares                    2,974            -              -             -         2,974
Purchases of property,
  plant and equipment              (507)        (231)          (298)            -        (1,036)
Net proceeds from sale and
  leaseback transaction           6,657            -              -             -         6,657
Proceeds from sale of
  property, plant and
  equipment                          25            -             42             -            67
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in)investing activities         8,424         (231)          (280)            -         7,913
                               ________     ________       ________      ________      ________
Cash Flows From Financing
Activities
Net proceeds from
  (repayments of) revolving
  credit facilities               2,953            -         (5,732)            -        (2,779)
Net decrease in long-term
  debt and other bank
  borrowings                        (57)          (3)           (27)            -           (87)
Payment of refinancing
  expenses                       (1,451)           -              -             -        (1,451)
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities        1,445           (3)       (5,759)             -        (4,317)
                               ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                     -            -            129             -           129
                               ________     ________       ________      ________      ________
Net decrease in cash
  and cash equivalents                -            -         (1,887)            -        (1,887)
Cash and cash equivalents
  at beginning of period              -           28          7,190             -         7,218
                               ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period             $      -     $     28       $  5,303      $      -      $  5,331
</TABLE>



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                    Quarter Ended March 31, 2001
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities       $ (3,316)    $     38       $ (2,258)     $      -      $ (5,536)
                               ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Increase in restricted
  funds on deposit                 (500)           -             79             -          (421)
Purchases of property,
  plant and equipment              (562)         (37)          (180)            -          (779)
Proceeds from sale of
  property, plant and
  equipment                          50            -            424             -           474
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in)investing activities        (1,012)         (37)           323             -          (726)
                               ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facilities               4,425            -              -             -         4,425
Net decrease in long-term
  debt and other bank
  borrowings                        (97)           -           (416)            -          (513)
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities        4,328            -           (416)            -         3,912
                               ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                     -            -           (406)            -          (406)
                               ________     ________       ________      ________      ________
Net increase (decrease) in
  cash and cash equivalents           -            1         (2,757)            -        (2,756)
Cash and cash equivalents
  at beginning of period              -           36          6,912             -         6,948
                               ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period             $      -     $     37       $  4,155      $      -      $  4,192
</TABLE>



               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
             ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The following information is provided to assist in the understanding of
the Company's operations for the quarters ended March 31, 2002 and 2001.

   In connection with acquisitions involving the Company, assets and
liabilities were adjusted to their estimated fair values.  The consolidated
condensed financial statements include the related amortization charges
associated with the fair value adjustments.

Liquidity and Capital Resources

   Liquidity

   Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations.  These measurements at March 31, 2002 and December 31, 2001 were
as follows:

                                   March 31,         December 31,
                                     2002                2001
                                      (Dollars in Thousands)

   Working capital                 $ 48,838            $114,336
   Current ratio                   1.4 to 1            3.0 to 1

   The decrease in working capital and current ratio in 2002 was primarily
due to the classification of borrowings under the Company's new Loan and
Security Agreement with GMAC Business Credit, LLC (the "Loan and Security
Agreement") at March 31, 2002 as a current liability since these borrowings
are due January 2, 2003.  At December 31, 2001, borrowings under a previous
credit agreement were classified as long-term debt.  Also, fees payable to
American Industrial Partners of $4,727,000 under a management services
agreement are included in current liabilities at March 31, 2002.  At
December 31, 2001, these accrued fees totalled $4,364,000 and were classified
as long-term.  Payment of these fees is subject to certain restrictions in the
Loan and Security Agreement

   The Company is presenting below a calculation of loss before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA").  The Company is required to maintain certain
minimum EBITDA levels under its revolving credit facility agreement and EBITDA
as defined under this agreement does not differ materially from Adjusted
EBITDA as calculated below.  The Adjusted EBITDA calculation is not an
alternative to operating income under generally accepted accounting principles
as an indicator of operating performance or to cash flows as a measure of
liquidity.  The following table reconciles Loss Before Income Taxes to
Adjusted EBITDA:
                                          Quarter Ended March 31,
                                          2002              2001
                                           (Dollars in Thousands)

Loss before income taxes                $ (1,978)         $ (4,505)
Non-cash expenses:
 Depreciation                              2,631             2,803
 Amortization                                833             1,319
 (Gain) loss on sale of fixed assets          (8)              659
Interest expense                           4,599             5,421
                                        ________          ________

Adjusted EBITDA                         $  6,077          $  5,697


   On March 7, 2002, the Company entered into the Loan and Security
Agreement which provides the Company with an $85,000,000 senior secured
revolving credit facility.  The Loan and Security Agreement expires on
January 2, 2003.  Outstanding borrowings bear interest equal to either the
prime rate plus an applicable margin (2% to 2.25%) or LIBOR plus an applicable
margin (3.5% to 3.75%) and are subject to a borrowing base formula based on
receivables and inventory.  Borrowings under the Loan and Security Agreement
at March 31, 2002 were $66,054,000 at a weighted average interest rate of 5.9%
and were classified as a current liability.  Proceeds from the Loan and
Security Agreement were used to repay in full all outstanding borrowings under
the Bucyrus Canada Limited revolving term loan (see below) and to pay
$3,625,000 of interest due March 15 on the Senior Notes (see below).
Substantially all of the domestic assets of the Company (excluding real
property) and the receivables and inventory of the Company's Canadian
subsidiary are pledged as collateral under the Loan and Security Agreement.
In addition, all outstanding capital stock of the Company and its domestic
subsidiaries as well as 65% of the capital stock of the Company's foreign
subsidiaries are pledged as collateral.  At March 31, 2002, the amount
available for borrowings under the Loan and Security Agreement was $7,938,000.
This amount has been reduced by $5,000,000 which is the minimum availability
the Company must maintain at all times.

   The Company previously had a credit agreement with Bank One, Wisconsin
(the "Credit Agreement").  Borrowings under the Credit Agreement at
December 31, 2001 were $63,100,000 at a weighted average interest rate of 5.3%
and were classified as long-term debt.  Proceeds from the Loan and Security
Agreement were used to repay in full all outstanding borrowings under the
Credit Agreement.

   The Company has outstanding $150,000,000 of 9-3/4% Senior Notes due 2007
(the "Senior Notes").  Interest thereon is payable each March 15 and
September 15.  During 2000, Holdings acquired $75,635,000 of the Company's
Senior Notes.  Holdings has agreed as part of the Loan and Security Agreement
(and previously the Credit Agreement) to defer the receipt of interest on
these Senior Notes during the life of the agreement.  At March 31, 2002 and
December 31, 2001, $12,905,000 and $11,062,000, respectively, of interest was
accrued and payable to Holdings.  An amendment to the Credit Agreement dated
March 20, 2001 required Holdings to contribute to equity of the Company a
portion of the accrued interest.  As a result, on March 20, 2001, the Company
recorded an equity contribution from Holdings and a corresponding reduction in
interest payable to Holdings in the amount of $2,171,000, which represented
accrued interest as of June 30, 2000 on the Senior Notes acquired by Holdings.

   Both the Loan and Security Agreement and the Senior Notes indenture
contain certain covenants which may affect the Company's liquidity and capital
resources.  The Loan and Security Agreement contains a number of financial
covenants which, among other items, require the Company (A) to maintain
certain financial ratios, including: (i) leverage ratio (as defined); and
(ii) fixed charge coverage ratio; and (B) to maintain minimum levels of EBITDA
(as defined).  At March 31, 2002, the Company was in compliance with all
covenants.

   Bucyrus Canada Limited, a wholly-owned subsidiary of the Company, had a
C$15,000,000 credit facility with The Bank of Nova Scotia.  On March 7, 2002,
the outstanding balance of C$9,083,000 under the C$10,000,000 revolving term
loan portion of this facility was paid in full with proceeds from the Loan and
Security Agreement and this portion of the facility was terminated.  The
amount outstanding under the C$5,000,000 non-revolving term loan portion was
C$3,880,000 and C$3,960,000 at March 31, 2002 and December 31, 2001,
respectively.  On April 30, 2002, Bucyrus Canada Limited paid the non-
revolving term loan portion in full with proceeds from a new C$3,510,000
mortgage loan on its facility.  The term of the mortgage loan is 15 years at
an initial interest rate of 7.55% which is fixed for the first five years.

   In December 2001, the Company, as a policyholder, received an allocation
of 369,918 shares as a result of the demutualization of The Principal
Financial Group.  Net proceeds from the sale of these shares by the Company
were $8,704,000.  Of the net proceeds, $2,974,000 was received on January 2,
2002 for shares sold in 2001 and is included in Receivables in the
Consolidated Condensed Balance Sheet at December 31, 2001.

   On January 4, 2002, the Company completed a sale and leaseback
transaction for a portion of its land and buildings in South Milwaukee,
Wisconsin.  The term of the lease is twenty years with options for renewals.
Net proceeds received from this transaction were $7,157,000 less $500,000
required as a security deposit.

   Operating Losses

   The Company is highly leveraged and low sales volumes in recent years
have had an adverse effect on the Company's liquidity.  While the Company
believes that current levels of cash and liquidity, together with funds
generated by operations and funds available from the Loan and Security
Agreement, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future,
there can be no assurances to this effect and the Company continues to closely
monitor its operations.  The Company is currently exploring additional
financing alternatives to extend or replace the Loan and Security Agreement.

   The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control.  Accordingly, there can be no
assurance that the Company's performance will be sufficient for the Company to
maintain compliance with the financial covenants under the Loan and Security
Agreement and the Senior Notes indenture, satisfy its debt service obligations
and fund operating activities under all circumstances.  At this time, the
Company continues to believe that future cash flows will be sufficient to
recover the carrying value of its long-lived assets.

   Capital Resources

   At March 31, 2002, the Company had approximately $1,801,000 of open
capital appropriations.  The Company's capital expenditures for the quarter
ended March 31, 2002 were $1,036,000 compared with $779,000 for the quarter
ended March 31, 2001.  In the near term, the Company anticipates spending
close to current levels.

Capitalization

   The long-term debt to equity ratio at March 31, 2002 and December 31,
2001 was 10.7 to 1 and 12.9 to 1, respectively.  The long-term debt to total
capitalization ratio at March 31, 2002 and December 31, 2001 was .7 to 1 and
..9 to 1, respectively.  If borrowings under the Loan and Security Agreement at
March 31, 2002 were classified as long-term, the long-term debt to equity
ratio and long-term debt to total capitalization ratio at March 31, 2002 would
have been 15.4 to 1 and .9 to 1, respectively.  Total capitalization is
defined as total common shareholders' investment plus long-term debt plus
current maturities of long-term debt and other short-term borrowings and
obligations.

Results of Operations

   Net Sales

   Net sales for the first quarter of 2002 were $64,430,000 compared with
$64,702,000 for the first quarter of 2001.  Net sales of repair parts and
services for the first quarter of 2002 were $51,400,000, which was an increase
of 4.2% from $49,310,000 in the first quarter of 2001.  Machine sales for the
first quarter of 2002 were $13,030,000, which was a decrease of 15.3% from
$15,392,000 in the first quarter of 2001.  The changes between years were
primarily due to fluctuations in volume.

   Cost of Products Sold

   Cost of products sold for the first quarter of 2002 was $52,171,000 or
81.0% of net sales compared with $52,699,000 or 81.4% of net sales for the
first quarter of 2001.  Included in cost of products sold for 2002 and 2001
was $1,292,000 and $1,301,000, respectively, of additional depreciation
expense as a result of the fair value adjustment to plant and equipment in
connection with acquisitions involving the Company.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the first quarter of 2002 were $9,692,000 or 15.0% of net sales
compared with $11,192,000 or 17.3% of net sales for the first quarter of 2001.
Included in the amount for the first quarter of 2001 was $659,000 of losses on
disposals of fixed assets.  Also, as the result of the adoption of SFAS 142,
goodwill and intangible asset amortization expense decreased by $661,000 in
the first quarter of 2002.  Excluding the effect of these items, engineering
and field service, selling, administrative and miscellaneous expenses for the
first quarter of 2001 were 15.3% of net sales.

   Interest Expense

   Interest expense for the first quarter of 2002 was $4,599,000 compared
with $5,421,000 for the first quarter of 2001.  The decrease in interest
expense in 2002 was primarily due to reduced interest rates on revolver
borrowings.  Included in interest expense for 2002 and 2001 was $3,656,000
related to the Senior Notes.  The interest expense in 2002 and 2001 on the
Senior Notes includes $1,844,000 related to the Senior Notes acquired by
Holdings.  Holdings has agreed as part of the Loan and Security Agreement (and
previously the Credit Agreement) to defer the receipt of interest on these
Senior Notes during the life of the agreement.

   Income Taxes

   Income tax expense consists primarily of foreign taxes at applicable
statutory rates.  For United States tax purposes, there were losses for which
no income tax benefit was recorded.

   Net Loss

   Net loss for the first quarter of 2002 was $2,584,000 compared with net
loss of $4,605,000 for the first quarter of 2001.  Non-cash depreciation and
amortization charges included in the net loss for the first quarter of 2002
and 2001 were $3,464,000 and $4,122,000, respectively.

   New Orders and Backlog

   New orders for the first quarter of 2002 were $56,918,000 compared with
$49,277,000 for the first quarter of 2001.  There were no new machine orders
in the first quarter of 2002 compared with new machine orders of $2,822,000 in
the first quarter of 2001.  New repair parts and service orders for the first
quarter of 2002 increased 22.3% from the first quarter of 2001.  The increase
was primarily at foreign locations.  While copper prices remain at low levels
compared to the mid 1990's, coal has maintained a higher price compared with
recent years.

   The Company's consolidated backlog at March 31, 2002 was $222,240,000
compared with $229,752,000 at December 31, 2001 and $148,983,000 at March 31,
2001.  Machine backlog at March 31, 2002 was $19,628,000, which is a decrease
of 39.7% from December 31, 2001 and an increase of 91.2% from March 31, 2001.
Repair parts and service backlog at March 31, 2002 was $202,612,000, which is
an increase of 2.7% from December 31, 2001 and an increase of 46.1% from
March 31, 2001.  The increase from March 31, 2001 was primarily due to orders
received related to two long-term maintenance and repair contracts, a machine
move and a long-term mining contract.  Revenues related to these contracts
will be recognized over multiple years.

Quantitative and Qualitative Disclosures About Market Risk

   The Company's market risk is impacted by changes in interest rates and
foreign currency exchange rates.

   Interest Rates

   The Company's interest rate exposure relates primarily to debt
obligations in the United States.  The Company manages its borrowings under
the Loan and Security Agreement through the selection of LIBOR based
borrowings or prime-rate based borrowings.  The Company also has certain other
prime rate based borrowings.  The Company's Senior Notes are at a fixed rate.
If market conditions warrant, interest rate swaps may be used to adjust
interest rate exposures, although none have been used to date.  The Company
believes that a 10% change in the Company's weighted average interest rate at
March 31, 2002 would have the effect of changing the Company's interest
expense on an annual basis by approximately $400,000.

   Foreign Currency

   Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flow.  The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to mitigate
some of its transaction and commitment exposures, and may utilize forward
contracts in certain situations.  Based on the Company's derivative and other
foreign currency sensitive instruments outstanding at March 31, 2002, the
Company believes that a 10% change in foreign currency exchange rates will not
have a material effect on the Company's financial position, results of
operations or cash flows.

Forward-Looking Statements

   This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended.  Discussions
containing such forward-looking statements may be found in this section and
elsewhere within this Report.  Forward-looking statements include statements
regarding the intent, belief or current expectations of the Company, primarily
with respect to the future operating performance of the Company or related
industry developments.  When used in this Report, terms such as "anticipate,"
"believe," "estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements.  Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ from those described in the forward-looking statements as a
result of various factors, many of which are beyond the control of the
Company.  Forward-looking statements are based upon management's expectations
at the time they are made.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
such expectations ("Cautionary Statements") are described generally below and
disclosed elsewhere in this Report.  All subsequent written or oral forward-
looking statements attributable to the Company or persons acting on behalf of
the Company are expressly qualified in their entirety by the Cautionary
Statements.

   Factors that could cause actual results to differ materially from those
contemplated include:

      Factors affecting customers' purchases of new equipment, rebuilds,
   parts and services such as: production capacity, stockpiles, and
   production and consumption rates of coal, copper, iron, gold and other
   ores and minerals; the cash flows of customers; the cost and availability
   of financing to customers and the ability of customers to obtain
   regulatory approval for investments in mining projects; consolidations
   among customers; work stoppages at customers or providers of
   transportation; and the timing, severity and duration of customer buying
   cycles.

      Factors affecting the Company's general business, such as: unforeseen
   patent, tax, product, environmental, employee health or benefit, or
   contractual liabilities; nonrecurring restructuring and other special
   charges; changes in accounting or tax rules or regulations; reassessments
   of asset valuations for such assets as receivables, inventories, fixed
   assets and intangible assets; leverage and debt service; our success in
   recruiting and retaining managers and key employees; and our wage
   stability and cooperative labor relations; plant capacity and
   utilization.



                                  PART II
                             OTHER INFORMATION



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

         (a) Exhibits:  See Exhibit Index on last page of this report,
             which is incorporated herein by reference.

         (b) Reports on Form 8-K:

             No reports on Form 8-K were filed during the first quarter of
             2002.



                                 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.



                                      BUCYRUS INTERNATIONAL, INC.
                                      (Registrant)



Date     May 10, 2002                /s/Craig R. Mackus
                                     Craig R. Mackus
                                     Secretary and Controller
                                     Principal Accounting Officer


Date     May 10, 2002                /s/Theodore C. Rogers
                                     Theodore C. Rogers
                                     Chief Executive Officer




                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED MARCH 31, 2002


                                           Incorporated
Exhibit                                     Herein By                  Filed
Number     Description                      Reference                 Herewith

 2.1    Agreement and Plan of              Exhibit 1 to
        Merger dated August 21,            Registrant's
        1997, between Registrant,          Tender Offer
        American Industrial                Solicitation/
        Partners Acquisition               Recommendation
        Company, LLC and Bucyrus           Statement on
        Acquisition Corp.                  Schedule 14D-9
                                           filed with the
                                           Commission on
                                           August 26, 1997.

 2.2    Certificate of Merger              Exhibit 2.2 to
        dated September 26, 1997,          Registrant's
        issued by the Secretary            Current Report
        of State of the State of           on Form 8-K
        Delaware.                          filed with the
                                           Commission on
                                           October 10, 1997.

 2.3    Second Amended Joint Plan          Exhibit 2.1 to
        of Reorganization of B-E           Registrant's
        Holdings, Inc. and Bucyrus-        Current Report
        Erie Company under Chapter         on Form 8-K,
        11 of the Bankruptcy Code,         filed with the
        as modified December 1,            Commission and
        1994, including Exhibits.          dated December 1,
                                           1994.

 2.4    Order dated December 1,            Exhibit 2.2 to
        1994 of the U.S. Bankruptcy        Registrant's
        Court, Eastern District of         Current Report
        Wisconsin, confirming the          on Form 8-K
        Second Amended Joint Plan          filed with the
        of Reorganization of B-E           Commission and
        Holdings, Inc. and Bucyrus-        dated December 1,
        Erie Company under Chapter         1994.
        11 of the Bankruptcy Code,
        as modified December 1, 1994,
        including Exhibits.

 3.1    Restated Certificate               Exhibit 3.6 to
        of Incorporation of                Registrant's
        Registrant.                        Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 1998.

 3.2    By-laws of Registrant.             Exhibit 3.5 to
                                           Registrant's
                                           Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 1998.

 3.3    Certificate of Amendment           Exhibit 3.3
        to Certificate of                  to Registrant's
        Formation of Bucyrus               Quarterly Report
        Holdings, LLC, effective           on Form 10-Q
        March 25, 1999.                    filed with the
                                           Commission on
                                           May 15, 2000.

 4.1    Indenture of Trust dated           Exhibit 4.1 to
        as of September 24, 1997           Registration
        among Registrant, Boonville        Statement on
        Mining Services, Inc.,             Form S-4 of
        Minserco, Inc. and Von's           Registrant,
        Welding, Inc. and Harris           Boonville Mining
        Trust and Savings Bank,            Services, Inc.,
        Trustee.                           Minserco, Inc. and
                                           Von's Welding, Inc.
                                           (SEC Registration
                                           No. 333-39359)

        (a) Letter dated                   Exhibit 4.1(a)
        February 15, 2000                  to Registrant's
        evidencing change of               Quarterly Report
        Indenture Trustee.                 on Form 10-Q
                                           filed with the
                                           Commission on
                                           November 6, 2000.

 4.2    Form of Guarantee of               Included as
        Boonville Mining Services,         Exhibit E
        Inc., Minserco, Inc. and           to Exhibit 4.1
        Von's Welding, Inc. dated          above.
        as of September 24, 1997
        in favor of Harris Trust
        and Savings Bank as Trustee
        under the Indenture.

 4.3    Form of Registrant's               Exhibit 4.3 to
        9-3/4% Senior Note due 2007.       Registration
                                           Statement on
                                           Form S-4 of
                                           Registrant, Boonville
                                           Mining Services, Inc.,
                                           Minserco, Inc. and
                                           Von's Welding, Inc.
                                           (SEC Registration
                                           No. 333-39359)

10.1    Credit Agreement, dated            Exhibit 10.1 to
        September 24, 1997 between         Registrant's
        Bank One, Wisconsin and            Current Report
        Registrant.                        on Form 8-K
                                           filed with the
                                           Commission on
                                           October 10, 1997.

        (a) First amendment dated          Exhibit 10.1(a)
        July 21, 1998 to Credit            to Registrant's
        Agreement.                         Quarterly Report
                                           on Form 10-Q
                                           filed with the
                                           Commission on
                                           November 16, 1998.

        (b) Second amendment dated         Exhibit 10.1(b)
        September 30, 1998 to              to Registrant's
        Credit Agreement.                  Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 1998.

        (c) Third amendment dated          Exhibit 10.1(c)
        April 20, 1999 to Credit           to Registrant's
        Agreement.                         Quarterly Report
                                           on Form 10-Q
                                           filed with the
                                           Commission on
                                           August 12, 1999.

        (d) Fourth amendment dated         Exhibit 10.1(a)
        September 30, 1999 to              to Registrant's
        Credit Agreement.                  Quarterly Report
                                           on Form 10-Q
                                           filed with the
                                           Commission on
                                           November 12, 1999.

        (e) Fifth amendment dated          Exhibit 10.1(e)
        March 14, 2000 to Credit           to Registrant's
        Agreement.                         Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 1999.

        (f) Sixth amendment dated          Exhibit 10.1(f)
        September 8, 2000 to               to Registrant's
        Credit Agreement.                  Quarterly Report
                                           on Form 10-Q
                                           filed with the
                                           Commission on
                                           November 6, 2000.

        (g) Seventh amendment dated        Exhibit 10.1(g)
        March 20, 2001 to Credit           to Registrant's
        Agreement.                         Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 2000.

        (h) Eighth amendment dated         Exhibit 10.1(h)
        January 4, 2002 to Credit          to Registrant's
        Agreement.                         Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 2001.

        (i) Ninth amendment dated          Exhibit 10.1(i)
        January 22, 2002 to Credit         to Registrant's
        Agreement.                         Annual Report on
                                           Form 10-K for
                                           the year ended
                                           December 31, 2001.

10.2    Employment Agreement               Exhibit 10.16
        between Registrant and             to Registrant's
        M. W. Salsieder dated              Annual Report on
        June 23, 1999.                     Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.3    Secured Promissory Note            Exhibit 10.17
        between Registrant and             to Registrant's
        M. W. Salsieder dated              Annual Report on
        June 23, 1999.                     Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.4    Pledge Agreement                   Exhibit 10.18
        between Registrant and             to Registrant's
        M. W. Salsieder dated              Annual Report on
        June 23, 1999.                     Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.5    Consulting Agreement               Exhibit 10.19
        between Registrant and             to Registrant's
        Wayne T. Ewing dated               Annual Report on
        February 1, 2000.                  Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.6    Letter Agreement                   Exhibit 10.7
        between Registrant and             to Registrant's
        Timothy W. Sullivan                Quarterly Report
        dated August 8, 2000.              on Form 10-Q
                                           filed with the
                                           Commission on
                                           August 14, 2000.

10.7    Agreement of Debt                  Exhibit 10.21
        Conversion between                 to Registrant's
        Registrant and                     Annual Report on
        Bucyrus Holdings, LLC              Form 10-K for
        dated March 22, 2001.              the year ended
                                           December 31, 2000.

10.8    Consulting Agreement               Exhibit 10.8
        between Registrant and             to Registrant's
        Willard R. Hildebrand              Quarterly Report
        dated July 25, 2001.               on Form 10-Q
                                           filed with the
                                           Commission on
                                           November 14, 2001.

10.9    Agreement to Purchase and          Exhibit 10.18
        Sell Industrial Property           to Registrant's
        between Registrant and             Annual Report on
        InSite Real Estate                 Form 10-K for
        Development, L.L.C.                the year ended
        dated October 25, 2001.            December 31, 2001.

10.10   Industrial Lease Agreement         Exhibit 10.19
        between Registrant and             to Registrant's
        InSite South Milwaukee, L.L.C.     Annual Report on
        dated January 4, 2002.             Form 10-K for
                                           the year ended
                                           December 31, 2001.

10.11   Termination Benefits Agreement     Exhibit 10.20
        between Registrant and             to Registrant's
        John F. Bosbous dated              Annual Report on
        March 5, 2002.                     Form 10-K for
                                           the year ended
                                           December 31, 2001.

10.12   Termination Benefits Agreement     Exhibit 10.21
        between Registrant and             to Registrant's
        Thomas B. Phillips dated           Annual Report on
        March 5, 2002.                     Form 10-K for
                                           the year ended
                                           December 31, 2001.

10.13   Loan and Security Agreement        Exhibit 10.22
        by and among Registrant,           to Registrant's
        Minserco, Inc., Boonville          Annual Report on
        Mining Services, Inc. and          Form 10-K for
        GMAC Business Credit, LLC,         the year ended
        and Bank One, Wisconsin            December 31, 2001.
        dated March 7, 2002.