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, 1998

                                    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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                        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 13, 1998

Common Stock, $.01 par value                           1,438,100

<PAGE>

               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, 1998 and 1997                     3

           Consolidated Condensed Statements of 
           Comprehensive Income (Loss) - Quarters ended 
           March 31, 1998 and 1997                                    4

           Consolidated Condensed Balance Sheets -
           March 31, 1998 and December 31, 1997                     5-6

           Consolidated Condensed Statements of Cash Flows - 
           Quarters ended March 31, 1998 and 1997                     7

           Notes to Consolidated Condensed Financial 
           Statements                                              8-20

         Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations   21-25

PART II. OTHER INFORMATION:

         Item 2 - Changes in Securities and Use of Proceeds          26

         Item 6 - Exhibits and Reports on Form 8-K                   26

         Signature Page                                              27
<PAGE>
               
                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,    
                                        1998            1997   
                                                    (Predecessor)
Revenues:
  Net sales                          $   73,700      $   59,886
  Other income                              235             264
                                     __________      __________

                                         73,935          60,150
                                     __________      __________
Costs and Expenses:
  Cost of products sold                  66,581          48,005
  Product development, selling, 
    administrative and miscellaneous 
    expenses                             12,173           8,653
  Interest expense                        4,469           1,914
                                     __________      __________

                                         83,223          58,572
                                     __________      __________

Earnings (loss) before income taxes      (9,288)          1,578

Income taxes (benefit)                     (219)            663
                                     __________      __________

Net earnings (loss)                  $   (9,069)     $      915
                                                               

Net earnings (loss) per share 
 of common stock:

   Basic                             $    (6.33)     $      .09
                                                               

   Diluted                           $    (6.33)     $      .09
                                                               



         See notes to consolidated condensed financial statements.
<PAGE>
               
                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
     CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                          (Dollars in Thousands)

                                         Quarter Ended March 31,     
                                          1998           1997    
                                                     (Predecessor)

Net earnings (loss)                    $ (9,069)       $   915

Other comprehensive income (loss) -
  foreign currency translation
  adjustments, net of income taxes         (381)            292
                                       ________        ________

Comprehensive income (loss)            $ (9,450)       $  1,207
                                                               




         See notes to consolidated condensed financial statements.

<PAGE>
<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,
                                  1998              1997                                           1998              1997   
<S>                             <C>             <C>               <C>                            <C>             <C>
ASSETS                                                            LIABILITIES AND COMMON
CURRENT ASSETS:                                                   SHAREHOLDERS' INVESTMENT
 Cash and cash                                                    CURRENT LIABILITIES:
  equivalents                   $ 16,132          $ 15,071         Accounts payable and
 Receivables                      55,900            49,443          accrued expenses             $ 44,919          $ 51,906
 Inventories                     112,680           115,015         Liabilities to customers
 Prepaid expenses and                                               on uncompleted contracts
  other current assets             5,648             4,496          and warranties                  6,629             8,316
                                ________          ________         Income taxes                     2,212             2,070
                                                                   Short-term obligations             524               583
 Total Current Assets            190,360           184,025         Current maturities of
                                                                    long-term debt                    267               267
OTHER ASSETS:                                                                                    ________          ________
 Restricted funds
  on deposit                       1,056             1,056         Total Current Liabilities       54,551            63,142
 Goodwill                         63,788            65,929
 Intangible assets - net          44,240            44,796        LONG-TERM LIABILITIES:
 Other assets                     12,560            12,677         Liabilities to customers on
                                ________           _______          uncompleted contracts
                                                                    and warranties                  3,814             3,850
                                 121,644           124,458         Postretirement benefits         14,889            14,665
                                                                   Deferred expenses and other     16,853            17,585
PROPERTY, PLANT AND EQUIPMENT:                                                                   ________          ________
 Cost                            102,704            99,339
 Less accumulated                                                                                  35,556            36,100
  depreciation                    (4,118)           (1,715)       LONG-TERM DEBT, less
                                ________          ________         current maturities             196,900           174,612

                                  98,586            97,624        COMMON SHAREHOLDERS' INVESTMENT:
                                                                   Common stock - par value
                                                                    $.01 per share, authorized
                                                                    1,600,000 shares, issued
                                                                    and outstanding 1,438,100
                                                                    shares at March 31, 1998;
                                                                    authorized 1,000 shares, 
                                                                    issued and outstanding
                                                                    1,000 shares at
                                                                    December 31, 1997                  14                 -
                                                                   Additional paid-in capital     143,796           143,030
                                                                   Accumulated deficit            (16,227)           (7,158)
                                                                   Cumulative translation
                                                                    adjustment                     (4,000)           (3,619)
                                                                                                 ________          ________

                                                                                                  123,583           132,253
                                ________          ________                                       ________          ________

                                $410,590          $406,107                                       $410,590          $406,107
                                                                                                                           


<FN>
                         See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                          (Dollars in Thousands)

                                            Quarter Ended March 31,   
                                             1998             1997  
                                                         (Predecessor)

Net Cash Used in Operating Activities       $(19,676)       $ (8,275)
                                            ________        ________
Cash Flows From Investing Activities
Purchases of property, plant 
  and equipment                               (3,095)         (1,178)
Proceeds from sale of property, plant 
  and equipment                                  988              12
                                            ________        ________

Net cash used in investing activities         (2,107)         (1,166)
                                            ________        ________
Cash Flows From Financing Activities
Proceeds from issuance of project
  financing obligations                            -           2,431
Net increase in long-term debt and
  other bank borrowings                       22,310             438
Proceeds from issuance of common stock           780               -
                                            ________        ________

Net cash provided by financing activities     23,090           2,869
                                            ________        ________

Effect of exchange rate changes on cash         (246)            (53)
                                            ________        ________
Net increase (decrease) in cash 
  and cash equivalents                         1,061          (6,625)
Cash and cash equivalents at 
  beginning of period                         15,071          15,763
                                            ________        ________
Cash and cash equivalents at 
  end of period                             $ 16,132        $  9,138
                                                             



Supplemental Disclosures of Cash Flow Information

                                              1998            1997  
Cash paid during the
 period for:
  Interest                                  $  7,739        $    220
  Income taxes - net of refunds                   50             777


         See notes to consolidated condensed financial statements.
<PAGE>
               
                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.  

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 1997
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 30, 1998.

3. On August 21, 1997, the Company entered into an Agreement and Plan of
   Merger (the "AIP Agreement") with American Industrial Partners
   Acquisition Company, LLC ("AIPAC"), which is wholly-owned by American
   Industrial Partners Capital Fund II, L.P. ("AIP"), and Bucyrus
   Acquisition Corp. ("BAC"), a wholly-owned subsidiary of AIPAC.  On
   August 26, 1997, pursuant to the AIP Agreement, BAC commenced an offer to
   purchase for cash 100% of the outstanding shares of common stock of the
   Company at a price of $18.00 per share (the "AIP Tender Offer"). 
   Consummation of the AIP Tender Offer occurred on September 24, 1997, and
   BAC was merged with and into the Company on September 26, 1997 (the "AIP
   Merger").  The Company was the surviving entity in the AIP Merger and is
   currently wholly-owned by AIPAC.  The purchase of all of the Company's
   outstanding shares of common stock by AIPAC resulted in a change in
   control of voting interest.

   The consolidated condensed financial statements as of March 31, 1998 and
   December 31, 1997 and for the quarter ended March 31, 1998 were prepared
   under a basis of accounting that reflects the fair value of the assets
   acquired and liabilities assumed, and the related expenses and all debt
   incurred in connection with the acquisition of the Company by AIPAC.  The
   Predecessor consolidated condensed financial statements for the quarter
   ended March 31, 1997 were prepared using the Company's previous basis of
   accounting which was based on the principles of fresh start reporting
   adopted in 1994 upon emergence from bankruptcy.  Accordingly, the
   consolidated condensed financial statements for periods subsequent to the
   date of the consummation of the AIP Tender Offer are not comparable to
   the consolidated condensed financial statements of the Predecessor.

   On August 26, 1997, the Company consummated the acquisition (the "Marion
   Acquisition") of certain assets and liabilities of The Marion Power
   Shovel Company, a subsidiary of Global Industrial Technologies, Inc.
   ("Global"), and of certain subsidiaries and divisions of Global that
   represented Global's surface mining equipment business in Australia,
   Canada and South Africa (collectively referred to herein as "Marion"). 
   The acquisition of Marion by the Company was accounted for as a purchase
   and, accordingly, the assets acquired and liabilities assumed by the
   Company were recorded at their estimated fair values.

4. Inventories consist of the following:

                                      March 31,      December 31,
                                        1998             1997   
                                         (Dollars in Thousands)

   Raw materials and parts            $ 16,172         $ 14,896
   Costs relating to
     uncompleted contracts               5,668            4,861
   Customers' advances offset
     against costs incurred on
     uncompleted contracts              (3,416)          (2,976)
   Work in process                      22,789           21,238
   Finished products (primarily
     replacement parts)                 71,467           76,996
                                      ________         ________

                                      $112,680         $115,015
                                                               

   In connection with the acquisition of the Company by AIPAC, inventories
   were adjusted to estimated fair value.  This adjustment was charged to
   cost of products sold as the inventory was sold.  At December 31, 1997,
   the remaining estimated fair value adjustment included in inventory was
   $6,925,000, all of which was charged to cost of products sold during the
   quarter ended March 31, 1998.

5. On March 17, 1998, the Company's Board of Directors authorized a stock
   split which increased the number of authorized shares of common stock of
   the Company to 1,600,000 shares.  Simultaneous with this authorization,
   AIPAC cancelled 9.976% of its interest in its 1,000 shares of common
   stock of the Company and received 1,430,300 shares for its remaining
   interest (the "Stock Split").  Also on this date, certain members of
   management of the Company purchased 7,800 shares of common stock of the
   Company which increased the number of issued and outstanding common
   shares to 1,438,100.  In addition, on March 17, 1998, the Company's Board
   of Directors adopted the Bucyrus International, Inc. 1998 Management
   Stock Option Plan which authorizes the granting of stock options to key
   employees for up to a total of 150,400 shares of common stock of the
   Company.  As of March 31, 1998, 113,850 of these stock options have been
   granted at an exercise price of $100 per share which is the estimated
   fair market value at the date of grant.

6. Basic net earnings per share of common stock were computed by dividing
   net earnings (loss) by the weighted average number of shares of common
   stock outstanding.  Diluted net earnings (loss) per share of common stock
   were calculated after giving effect to dilutive securities.  The
   following is a reconciliation of the numerators and the denominators of
   the basic and diluted net earnings (loss) per share of common stock
   calculations:

                                       Quarters Ended March 31,  
                                         1998           1997   
                                                    (Predecessor)
                                      (Dollars in Thousands, Except
                                           Per Share Amounts)
Basic

  Net earnings (loss)                 $   (9,069)    $      915
                                                               

  Weighted average shares outstanding  1,431,600     10,242,352
                                                               

  Net earnings (loss) per share       $    (6.33)    $      .09
                                                               
Diluted

  Net earnings (loss)                 $   (9,069)    $      915
                                                               

  Weighted average shares 
    outstanding - basic                1,431,600     10,242,352

  Effect of dilutive securities -
    stock options, stock appreciation
    rights and restricted stock                -         40,372
                                                               

  Weighted average shares
    outstanding - diluted              1,431,600     10,282,724
                                                               

  Net earnings (loss) per share       $    (6.33)    $      .09
                                                               

7. Effective January 1, 1998, the Company adopted Statement of Financial
   Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
   No. 130"), which requires companies to report all changes in equity
   during a period, except those resulting from investment by owners and
   distributions to owners.  The Company has chosen to disclose
   comprehensive income, which encompasses net earnings (loss) and foreign
   currency translation adjustments, in a separate Consolidated Condensed
   Statement of Comprehensive Income (Loss).  Prior periods have been
   restated to conform to the SFAS No. 130 requirements.

8. 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. 
   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.

<PAGE>
<TABLE>                            
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    Quarter Ended March 31, 1998
                                       (Dollars in Thousands)
<CAPTION>
                           Parent     Guarantor        Other                    Consolidated
                          Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                       <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales               $ 44,754     $  8,164       $ 33,303      $(12,521)     $ 73,700 
  Other income                 750            1            200          (716)          235
                          ________     ________       ________      ________      ________

                            45,504        8,165         33,503       (13,237)       73,935
                          ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold     41,953        7,380         29,619       (12,371)       66,581
  Product development,
    selling, administrative
    and miscellaneous
    expenses                 7,316          774          4,083             -        12,173
  Interest expense           4,375          120            690          (716)        4,469
                          ________     ________       ________      ________      ________

                            53,644        8,274         34,392       (13,087)       83,223
                          ________     ________       ________      ________      ________

Loss before income taxes
  and equity in net
  loss of consolidated 
  subsidiaries              (8,140)        (109)          (889)         (150)       (9,288)
Income taxes (benefit)         181          (43)          (357)            -          (219)
                          ________     ________       ________      ________      ________

Loss before equity
  in net loss of 
  consolidated 
  subsidiaries              (8,321)         (66)          (532)         (150)       (9,069)

Equity in net loss of 
  consolidated 
  subsidiaries                (598)           -              -           598             -
                          ________     ________       ________      ________      ________

Net earnings (loss)       $ (8,919)    $    (66)      $   (532)     $    448      $ (9,069) 
</TABLE>                                                       
<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                             Quarter Ended March 31, 1997 - Predecessor
                                       (Dollars in Thousands)
<CAPTION>
                           Parent     Guarantor        Other                    Consolidated
                          Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                       <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales               $ 34,254     $  8,158       $ 24,312      $ (6,838)     $ 59,886 
  Other income                 415            -             84          (235)          264
                          ________     ________       ________      ________      ________

                            34,669        8,158         24,396        (7,073)       60,150
                          ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold     28,553        6,898         19,449        (6,895)       48,005
  Product development,
    selling, administrative
    and miscellaneous
    expenses                 4,962          514          3,175             2         8,653
  Interest expense           1,859           75            215          (235)        1,914
                          ________     ________       ________      ________      ________

                            35,374        7,487         22,839        (7,128)       58,572
                          ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings (loss) of
  consolidated subsidiaries   (705)         671          1,557            55         1,578
Income taxes (benefit)        (130)         262            531             -           663
                          ________     ________       ________      ________      ________

Earnings (loss) before equity
  in net earnings of 
  consolidated subsidiaries   (575)         409          1,026            55           915

Equity in net earnings 
  of consolidated
  subsidiaries               1,435            -              -        (1,435)            -
                          ________     ________       ________      ________      ________

Net earnings              $    860     $    409       $  1,026      $ (1,380)     $    915
</TABLE> 
<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                           March 31, 1998
                                       (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           $      -     $    330       $ 15,802      $      -      $ 16,132
  Receivables               28,707        3,655         23,538             -        55,900
  Intercompany 
    receivables             55,060        3,208          1,312       (59,580)            -
  Inventories               69,951        1,433         41,863          (567)      112,680
  Prepaid expenses and
    other current assets     1,161          454          4,033             -         5,648
                          ________     ________       ________      ________      ________

  Total Current Assets     154,879        9,080         86,548       (60,147)      190,360

OTHER ASSETS:
  Restricted funds 
    on deposit                   -            -          1,056             -         1,056
  Goodwill                  63,788            -              -             -        63,788
  Intangible assets - net   44,037          203              -             -        44,240
  Other assets               9,934           33          2,593             -        12,560
  Investment in 
    subsidiaries            35,561            -              -       (35,561)            -
                          ________     ________       ________      ________      ________

                           153,320          236          3,649       (35,561)      121,644

PROPERTY, PLANT AND
 EQUIPMENT - net            83,229        4,104         11,253             -        98,586
                          ________     ________       ________      ________      ________

                          $391,428     $ 13,420       $101,450      $(95,708)     $410,590
</TABLE>
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                         Consolidating Condensed Balance Sheets (Continued)
                                           March 31, 1998
                                       (Dollars in Thousands)

<CAPTION>
                           Parent     Guarantor        Other                    Consolidated
                          Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                       <C>        <C>            <C>           <C>           <C>
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses      $ 30,451     $  2,416       $ 12,207      $   (155)     $ 44,919
  Intercompany payables        446        7,398         48,291       (56,135)            -
  Liabilities to customers
    on uncompleted contracts
    and warranties           5,083          500          1,046             -         6,629
  Income taxes                 318           74          1,820             -         2,212
  Short-term obligations       420            -            104             -           524
  Current maturities of 
    long-term debt               -            -            267             -           267
                          ________     ________       ________      ________      ________

  Total Current 
  Liabilities               36,718       10,388         63,735       (56,290)       54,551

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties           3,239            -            575             -         3,814
  Postretirement benefits   14,323            -            566             -        14,889
  Deferred expenses and 
    other                   15,208          377          1,268             -        16,853
                          ________     ________       ________      ________      ________

                            32,770          377          2,409             -        35,556

LONG-TERM DEBT, less
  current maturities       194,500            -          2,400             -       196,900

COMMON SHAREHOLDERS'
  INVESTMENT               127,440        2,655         32,906       (39,418)      123,583
                          ________     ________       ________      ________      ________

                          $391,428     $ 13,420       $101,450      $(95,708)     $410,590
</TABLE>   
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 1997
                                       (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           $      -     $    103       $ 14,968      $      -      $ 15,071
  Receivables               27,583        3,695         18,856          (691)       49,443
  Intercompany 
    receivables             53,751        1,763            847       (56,361)            -
  Inventories               67,958        1,890         46,888        (1,721)      115,015
  Prepaid expenses and
    other current assets       978          354          3,164             -         4,496
                          ________     ________       ________      ________      ________

  Total Current Assets     150,270        7,805         84,723       (58,773)      184,025

OTHER ASSETS:
  Restricted funds 
    on deposit                   -            -          1,056             -         1,056
  Goodwill                  65,929            -              -             -        65,929
  Intangible assets - net   44,570          226              -             -        44,796
  Other assets              10,101           33          2,543             -        12,677
  Investment in 
    subsidiaries            34,093            -              -       (34,093)            -
                          ________     ________       ________      ________      ________

                           154,693          259          3,599       (34,093)      124,458

PROPERTY, PLANT AND
  EQUIPMENT - net           83,218        3,563         10,843             -        97,624
                          ________     ________       ________      ________      ________

                          $388,181     $ 11,627       $ 99,165      $(92,866)     $406,107
                                                                                          
</TABLE>
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                         Consolidating Condensed Balance Sheets (Continued)
                                         December 31, 1997
                                       (Dollars in Thousands)
<CAPTION>

                           Parent     Guarantor        Other                    Consolidated
                          Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                       <C>        <C>            <C>           <C>           <C>
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses      $ 38,858     $  2,362       $ 10,550      $    136      $ 51,906
  Intercompany payables        105        6,042         49,055       (55,202)            -
  Liabilities to customers
    on uncompleted contracts
    and warranties           7,086           31          1,199             -         8,316
  Income taxes                 359           59          1,652             -         2,070
  Short-term obligations       409            -            174             -           583
  Current maturities of 
    long-term debt               -            -            267             -           267
                          ________     ________       ________      ________      ________

  Total Current 
    Liabilities             46,817        8,494         62,897       (55,066)       63,142

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties           3,270            -            580             -         3,850
  Postretirement benefits   14,099            -            566             -        14,665
  Deferred expenses 
    and other               15,820          412          1,353             -        17,585
                          ________     ________       ________      ________      ________

                            33,189          412          2,499             -        36,100

LONG-TERM DEBT, less
  current maturities       172,215            -          2,397             -       174,612

COMMON SHAREHOLDERS'
  INVESTMENT               135,960        2,721         31,372       (37,800)      132,253
                          ________     ________       ________      ________      ________

                          $388,181     $ 11,627       $ 99,165      $(92,866)     $406,107
                                                                                          
</TABLE>
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                    Quarter Ended March 31, 1998
                                       (Dollars in Thousands)
<CAPTION>
                           Parent     Guarantor        Other                    Consolidated
                          Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                       <C>        <C>            <C>           <C>           <C>
Net Cash (Used In) Provided
By Operating Activities   $(21,044)    $    834       $    534      $      -      $(19,676)
                          ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Purchases of property,
  plant and equipment       (2,032)        (607)          (456)            -        (3,095)
Proceeds from sale of
  property, plant and
  equipment                      -            -            988             -           988
                          ________     ________       ________      ________      ________
Net cash (used in)
  provided by investing
  activities                (2,032)        (607)           532             -        (2,107)
                          ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase in other
  bank borrowings           22,296            -             14             -        22,310
Capital contribution           780            -              -             -           780
                          ________     ________       ________      ________      ________
Net cash provided by
  financing activities      23,076            -             14             -        23,090
                          ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                -            -           (246)            -          (246)
                          ________     ________       ________      ________      ________

Net increase in cash
  and cash equivalents           -          227            834             -         1,061
Cash and cash equivalents
  at beginning of period         -          103         14,968             -        15,071
                          ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period        $      -     $    330       $ 15,802      $      -      $ 16,132
                                                                                          

</TABLE>
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                             Quarter Ended March 31, 1997 - Predecessor
                                       (Dollars in Thousands)
<CAPTION>
                           Parent     Guarantor        Other                    Consolidated
                          Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                       <C>        <C>            <C>           <C>           <C>
Net Cash (Used In) Provided
By Operating Activities   $ (6,174)    $    294       $ (2,395)     $      -      $ (8,275)
                          ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Purchases of property,
  plant and equipment         (197)         (86)          (895)            -        (1,178)
Proceeds from sale of
  property, plant and
  equipment                      -            -             12             -            12
                          ________     ________       ________      ________      ________
Net cash used in 
  investing activities        (197)        (86)           (883)            -        (1,166)
                          ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from issuance
  of project financing
  obligations                2,431            -              -             -         2,431
Net increase in other
  bank borrowings               11            -              -             -            11
Proceeds from issuance
  of long-term debt              -            -            427             -           427
                          ________     ________       ________      ________      ________
Net cash provided by
  financing activities       2,442            -            427             -         2,869
                          ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                -            -            (53)            -           (53)
                          ________     ________       ________      ________      ________

Net (decrease) increase
  in cash and cash
  equivalents               (3,929)         208         (2,904)            -        (6,625)
Cash and cash equivalents
  at beginning of period     9,072          149          6,542             -        15,763
                          ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period        $  5,143     $    357       $  3,638      $      -      $  9,138
                                                                                          
</TABLE>
<PAGE>
               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, 1998 and 1997.

   This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, each as amended.  Discussions containing such forward-
looking statements may be found in this section, as well as 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 disclosed 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.

   In connection with the acquisition of the Company by AIPAC and the Marion
Acquisition, the assets and liabilities of the acquired companies have been
adjusted to their estimated fair values.  Also, upon emergence from bankruptcy
in 1994, total assets were recorded at their assumed reorganization value,
with the reorganization value allocated to identifiable tangible and
intangible assets on the basis of their estimated fair value, and liabilities
were adjusted to the present values of amounts to be paid where appropriate. 
The consolidated 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, 1998 and December 31, 1997 were
as follows:

                                   March 31,      December 31,
                                     1998             1997    
                                      (Dollars in Thousands)

   Working capital                 $135,809         $120,883
   Current ratio                   3.5 to 1         2.9 to 1

   The increase in the current ratio was primarily due to the payment of
interest on the Senior Notes which was financed through long-term debt
borrowings and other reductions in accounts payable and accrued expenses.

   Equipment Assurance Limited has pledged $1,056,000 of its cash to secure
its reimbursement obligations for outstanding letters of credit at March 31,
1998.  This collateral amount is classified as Restricted Funds on Deposit in
the Consolidated Condensed Balance Sheets.

   The Company is presenting below a calculation of earnings (loss) before
interest expense, income taxes, depreciation, amortization, non-cash stock
compensation, (gain) loss on sale of fixed assets and inventory fair value
adjustment charged to cost of products sold ("Adjusted EBITDA").  Since cash
flow from operations is very important to the Company's future, the Adjusted
EBITDA calculation provides a summary review of cash flow performance.  In
addition, the Company is required to maintain certain minimum Adjusted EBITDA
levels under the Revolving Credit Facility (see 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 Earnings
(Loss) Before Income Taxes to Adjusted EBITDA:

                                          Quarter Ended March 31, 
                                          1998           1997  
                                                     (Predecessor)
                                           (Dollars in Thousands)

Earnings (loss) before income taxes     $ (9,288)      $  1,578
Non-cash expenses:
 Depreciation                              2,500          1,087
 Amortization                              1,315            267
 Non-cash stock compensation                   -            210
 (Gain) loss on sale of fixed assets         (23)            (5)
 Inventory fair value adjustment
  charged to cost of products sold         6,925              -
Interest expense                           4,469          1,914
                                        ________       ________

Adjusted EBITDA                         $  5,898       $  5,051
                                                               

   The Company entered into a three-year credit agreement with Bank One,
Wisconsin on September 24, 1997 which provides the Company with a $75,000,000
senior secured revolving credit facility (the "Revolving Credit Facility")
with a $25,000,000 sublimit for standby letters of credit.  Borrowings under
the Revolving Credit Facility bear interest at variable rates and are subject
to a borrowing base formula based on receivables, inventory and machinery and
equipment.  Direct borrowings under the Revolving Credit Facility at March 31,
1998 were $44,500,000 at a weighted average interest rate of 8.6%.  The
issuance of standby letters of credit reduces the amount available for direct
borrowings under the Revolving Credit Facility.  At March 31, 1998, there were
$4,023,000 of standby letters of credit outstanding under the Revolving Credit
Facility.  The Revolving Credit Facility is secured by substantially all of
the assets of the Company, other than real property and 35% of the stock of
its foreign subsidiaries, and is guaranteed by the Guarantor Subsidiaries who
have also pledged substantially all of their assets as security.  The amount
available for direct borrowings under the Revolving Credit Facility at March
31, 1998 was $26,477,000.

   The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture dated as of September 24, 1997 among the
Company, the Guarantors, and Harris Trust and Savings Bank, as Trustee (the
"Senior Notes Indenture").  Interest thereon is payable each March 15 and
September 15.

   The Company believes that current levels of cash and liquidity, together
with funds generated by operations and funds available from the Revolving
Credit Facility, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future. 
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 financial resources will be sufficient for the
Company to satisfy its debt service obligations and fund operating activities
under all circumstances.

   Capital Resources

   At March 31, 1998, the Company had approximately $4,696,000 of open
capital appropriations.  Of this amount, approximately $1,952,000 relates to
the installation of Marion equipment being transferred to the Company's South
Milwaukee, Wisconsin manufacturing facility and to Boonville Mining Services,
Inc., a wholly-owned subsidiary of the Company located in Boonville, Indiana. 
In 1996, a machine shop modernization program began at the Company's South
Milwaukee, Wisconsin manufacturing facility that involves a $20,000,000
investment in the latest technology in the machine tool industry.  The program
is aimed at reduced lead times, quicker turnaround, reduced in-process
inventory and overall cost reduction.  The Company has spent approximately
$5,700,000 to date on this program with the remaining amount to be spent in
the next several years.

Capitalization

   The long-term debt to equity ratio at March 31, 1998 and December 31,
1997 was 1.6 to 1 and 1.3 to 1, respectively.  The long-term debt to total
capitalization ratio at March 31, 1998 and December 31, 1997 was .6 to 1. 
Total capitalization is defined as total common shareholders' investment plus
long-term debt plus current maturities of long-term debt and short-term
obligations.

Results of Operations

   Net Sales

   Net sales for the first quarter of 1998 were $73,700,000 compared with
$59,886,000 for the first quarter of 1997.  Sales of repair parts and services
were $51,415,000, which is an increase of $14,023,000 or 37.5% from
$37,392,000 for the first quarter of 1997.  The increase in repair parts and
service sales was primarily due to the acquisition of Marion.  Machine sales
were $22,285,000, which is a decrease of .9% from the first quarter of 1997.  

   Cost of Products Sold

   Cost of products sold for the first quarter of 1998 was $66,581,000 or
90.3% of net sales compared with $48,005,000 or 80.2% of net sales for the
first quarter of 1997.  Included in cost of products sold for 1998 were
charges of $6,925,000 as a result of fair value adjustments to inventory being
charged to cost of products sold as the inventory was sold.  The fair value
adjustment was made as a result of the acquisition of the Company by AIPAC. 
Excluding the effects of the inventory fair value adjustment, cost of products
sold as a percentage of net sales was 80.9%.  Also included in cost of
products sold for 1998 was $1,022,000 of additional depreciation expense as a
result of the fair value adjustment to plant and equipment in connection with
the acquisition of the Company by AIPAC.

   Product Development, Selling, Administrative and Miscellaneous Expenses

   Product development, selling, administrative and miscellaneous expenses
for the first quarter of 1998 were $12,173,000 or 16.5% of net sales compared
with $8,653,000 or 14.4% of net sales for the first quarter of 1997.  The
dollar increase for the first quarter of 1998 was primarily due to increased
expenses to support the Marion business acquired, and increased non-cash
amortizations of goodwill, intangible assets and financing fees that were
recorded in connection with the acquisition of the Company by AIPAC.

   Interest Expense

   Interest expense for the first quarter of 1998 was $4,469,000 compared
with $1,914,000 for the first quarter of 1997.  Included in interest expense
for 1998 was $3,616,000 related to the Senior Notes.

   Income Taxes (Benefit)

   Income tax expense (benefit) consists primarily of foreign taxes at
applicable statutory rates, and is net of a $658,000 benefit related to the
foreign fair value adjustment to inventory charged to cost of products sold in
the first quarter of 1998.  For United States tax purposes, there were losses
for which no income tax benefit was recorded.

   Net Earnings (Loss)

   Net loss for the first quarter of 1998 was $9,069,000 compared with net
earnings of $915,000 for the first quarter of 1997.  Net loss for the first
quarter of 1998 includes $6,267,000 (net of tax) of the inventory fair value
adjustment which was charged to cost of products sold.  Non-cash depreciation
and amortization charges included in the net loss for the first quarter of
1998 and 1997 were $3,815,000 and $1,354,000, respectively.

   Backlog and New Orders

   The Company's consolidated backlog at March 31, 1998 was $207,537,000
compared with $216,021,000 at December 31, 1997 and $160,155,000 at March 31,
1997.  Machine backlog at March 31, 1998 was $83,892,000, which is a decrease
of 13.7% from December 31, 1997 and an increase of 86.7% from March 31, 1997. 
The decrease in machine backlog from December 31, 1997 was in both electric
mining shovel and blast hole drill volume.  During the second quarter of 1997,
the Company executed a contract with an Australian mining company for the sale
of a Model 2570WS dragline which is scheduled for completion by December 31,
1999.  Included in backlog at March 31, 1998 and December 31, 1997 was
$50,096,000 and $51,644,000, respectively, related to this machine.  Repair
parts and service backlog at March 31, 1998 was $123,645,000, which is an
increase of 4.0% from December 31, 1997 and an increase of 7.3% from March 31,
1997.   

   New orders for the first quarter of 1998 were $65,216,000, which is an
increase of 6.4% from the first quarter of 1997.  New machine orders were
$9,022,000, which is a decrease of 51.0% from the first quarter of 1997.  As a
result of a decline in copper and coal prices in 1997 from historically high
levels, the demand for machines from these market segments has been low.  New
repair parts and service orders for the first quarter of 1998 were
$56,194,000, which is an increase of 30.9% from the first quarter of 1997. 
The increase in new orders was primarily due to the acquisition of Marion.

Year 2000 Issues

   The Company is in the process of implementing a plan to improve its
existing computer system.  While the primary purpose of the change is to
improve the efficiency and effectiveness of the Company's system, year 2000
issues are also being addressed at this time.  Implementation of the plan is
expected to be completed by the first quarter of 1999, primarily through the
redeployment of internal Company personnel.  The estimated incremental cost of
this project is $2,600,000.

Translation of Brazil Financial Statements

   The Company has operations in Brazil, whose economy has been considered
highly inflationary by management through December 31, 1997 for purposes of
translating Brazilian financial statements from Brazilian Reals into U.S.
dollars.  Effective January 1, 1998, the Company no longer believes that
Brazil's economy is highly inflationary.  The effect of this change on the
consolidated financial statements was not material.

Marion Acquisition

   As planned, the Company closed down the operations in Marion, Ohio at
year-end of 1997.  During the first quarter of 1998, the Company moved certain
equipment to its South Milwaukee, Wisconsin and Boonville, Indiana locations,
sold the remaining Marion, Ohio equipment for approximately $4,000,000 and has
transitioned the manufacturing, engineering, selling and administrative
functions to South Milwaukee, Wisconsin.
<PAGE>
                                  
                                   PART II
                             OTHER INFORMATION


Item 2. Changes in Securities and Use of Proceeds

        On March 17, 1998, the Company sold 7,800 shares of common stock to
        eight members of management of the Company at a price of $100 per
        share.  Exemption from registration of the shares sold under the
        Securities Act of 1933 (the "Securities Act") is claimed under
        Section 4(2) of the Securities Act because the offer and sale thereof
        was restricted to a limited number of individuals, all of whom were
        members of management of the Company, without any advertising or
        other selling efforts commonly associated with a "public offering".

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
            1998.

<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 thereunto duly authorized.



                                      BUCYRUS INTERNATIONAL, INC.
                                      (Registrant)



Date     May 13, 1998                /s/Craig R. Mackus                  
                                     Secretary and Controller
                                     Principal Accounting Officer


Date     May 13, 1998                /s/Willard R. Hildebrand             
                                     President and Chief Executive Officer


<PAGE>
                        
                         BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED MARCH 31, 1998

                                           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  Asset Purchase Agreement     Exhibit 2.3 to
      dated July 21, 1997, by      Registration
      and among The Marion Power   Statement on
      Shovel Company, Marion       Form S-4 of 
      Power Shovel Pty Ltd,        Registrant,
      Intool International B.V.,   Boonville Mining
      Global-GIX Canada Inc.,      Services, Inc.,
      and Global Industrial        Minserco, Inc., and
      Technologies, Inc. (Sellers) Von's Welding, Inc.
      and Registrant, Bucyrus      (SEC Registration
      (Australia) Proprietary      No. 333-39359)
      Ltd., Bucyrus (Africa)
      (Proprietary) Limited, and
      Bucyrus Canada Limited
      (Buyers).

      [OMITTED PROVISIONS SUBJECT
      TO CONFIDENTIAL TREATMENT
      BY ORDER OF THE SECURITIES
      AND EXCHANGE COMMISSION.]

 2.4  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.
                                   

                                   EI-1
<PAGE>
                                           
                                           Incorporated
Exhibit                                     Herein By              Filed
Number     Description                      Reference             Herewith

 2.5  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 3.1 to
      of Incorporation of          Registrant's
      Registrant.                  Current Report
                                   on Form 8-K
                                   filed with the
                                   Commission on
                                   October 10, 1997.

 3.2  By-laws of Registrant.       Exhibit 3.2 to
                                   Registrant's
                                   Current Report
                                   on Form 8-K
                                   filed with the
                                   Commission on
                                   October 10, 1997.

 3.3  Amendment to By-laws of      Exhibit 3.2 to
      Registrant effective         Registrant's
      November 5, 1997.            Quarterly Report
                                   on Form 10-Q for
                                   the quarter ended
                                   September 30, 1997.

 3.4  Certificate of Amendment     Exhibit 3.4
      to Restated Certificate      to Registrant's
      of Incorporation adopted     Annual Report on
      March 17, 1998.              Form 10-K for
                                   the year ended
                                   December 31, 1997.

 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)


                                   EI-2
<PAGE>
                                           
                                           Incorporated
Exhibit                                     Herein By              Filed
Number     Description                      Reference             Herewith

 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 3.2 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.

10.2  Management Services          Exhibit 10.2 to
      Agreement by and among       Registration
      Registrant, Boonville        Statement on
      Mining Services, Inc.,       Form S-4 of
      Minserco, Inc. and           Registrant,
      Von's Welding, Inc. and      Boonville Mining
      American Industrial          Services, Inc.,
      Partners.                    Minserco, Inc., and
                                   Von's Welding, Inc.
                                   (SEC Registration
                                   No. 333-39359)

10.3  Registration Agreement dated Exhibit 10.3 to
      September 24, 1997 by and    Registration
      among Registrant, Boonville  Statement on
      Mining Services, Inc.,       Form S-4 of
      Minserco, Inc. and Von's     Registrant,
      Welding, Inc. and Salomon    Boonville Mining
      Brothers, Inc., Jefferies &  Services, Inc.,
      Company, Inc. and Donaldson, Minserco, Inc., and
      Lufkin & Jenrette Securities Von's Welding, Inc.
      Corporation.                 (SEC Registration
                                   No. 333-39359)
 
                                   EI-3
<PAGE>
                                           
                                           Incorporated
Exhibit                                     Herein By              Filed
Number     Description                      Reference             Herewith

10.4  Joint Prosecution Agreement  Exhibit 9 to
      dated as of August 21, 1997  Registrant's
      by and among Registrant and  Tender Offer
      Jackson National Life        Solicitation/
      Insurance Company.           Recommendation
                                   Statement on
                                   Schedule 14D-9
                                   filed with the
                                   Commission on
                                   August 26, 1997.

10.5  Settlement Agreement dated   Exhibit 10 to
      as of August 21, 1997, by    Registrant's
      and between Jackson National Tender Offer
      Life Insurance Company and   Solicitation/
      Registrant.                  Recommendation
                                   Statement on
                                   Schedule 14D-9
                                   filed with the
                                   Commission on
                                   August 26, 1997.

10.6  Letter Agreement dated       Exhibit 10.15
      March 7, 1997 between        to Registrant's
      Jefferies & Company, Inc.    Quarterly Report
      and Registrant.              on Form 10-Q for
                                   the quarter ended
                                   June 30, 1997.

10.7  Letter Agreement dated       Exhibit 10.16
      July 30, 1997 between        to Registrant's
      Jefferies & Company, Inc.    Quarterly Report
      and Registrant.              on Form 10-Q for
                                   the quarter ended
                                   June 30, 1997.


10.8  Employment Agreement         Exhibit 10.27 to
      between Registrant and       Registrant's
      W. R. Hildebrand dated       Annual Report on
      as of March 11, 1996.        Form 10-K for
                                   the year ended
                                   December 31, 1995.

10.9  Employment Agreement         Exhibit 10.38 to
      between Registrant and       Registrant's
      D. J. Smoke dated as of      Annual Report on
      November 7, 1996.            Form 10-K for
                                   the year ended
                                   December 31, 1996.

10.10 Employment Agreement         Exhibit 10.17 to
      between Registrant and       Registrant's
      C. R. Mackus dated as of     Quarterly Report
      May 21, 1997.                on Form 10-Q for
                                   the quarter ended
                                   June 30, 1997.


                                   EI-4
<PAGE>
                                           
                                           Incorporated
Exhibit                                     Herein By              Filed
Number     Description                      Reference             Herewith

10.11 Employment Agreement         Exhibit 10.18 to
      between Registrant and       Registrant's
      M. G. Onsager dated as of    Quarterly Report
      May 21, 1997.                on Form 10-Q for
                                   the quarter ended
                                   June 30, 1997.

10.12 Employment Agreement         Exhibit 10.19 to
      between Registrant and       Registrant's
      T. B. Phillips dated as of   Quarterly Report
      May 21, 1997.                on Form 10-Q for
                                   the quarter ended
                                   June 30, 1997.

10.13 Employment Agreement         Exhibit 10.20 to
      between Registrant and       Registrant's
      T. W. Sullivan dated as of   Quarterly Report
      May 21, 1997.                on Form 10-Q for
                                   the quarter ended
                                   June 30, 1997.

10.14 Annual Management Incentive  Exhibit 10.14
      Plan for 1997, adopted by    to Registrant's
      Board of Directors           Annual Report on
      February 5, 1997.            Form 10-K for
                                   the year ended
                                   December 31, 1997.

10.15 Amendment No. 1 dated        Exhibit 10.15
      March 5, 1998 to Employment  to Registrant's
      Agreement dated March 11,    Annual Report on
      1996 between Registrant      Form 10-K for
      and W. R. Hildebrand.        the year ended 
                                   December 31, 1997.

10.16 Amendment No. 1 dated        Exhibit 10.16
      March 17, 1998 to Employment to Registrant's
      Agreement dated November 7,  Annual Report on
      1996 between Registrant      Form 10-K for
      and D. J. Smoke.             the year ended
                                   December 31, 1997.

10.17 1998 Management Stock Option Exhibit 10.17
      Plan.                        to Registrant's
                                   Annual Report on
                                   Form 10-K for
                                   the year ended
                                   December 31, 1997.

21.1  Subsidiaries of Registrant.  Exhibit 21.1 to
                                   Registration
                                   Statement on
                                   Form S-4 of
                                   Registrant,
                                   Boonville Mining
                                   Services, Inc.,
                                   Minserco, Inc., and
                                   Von's Welding, Inc.
                                   (SEC Registration
                                   No. 333-39359)

                                   EI-5
<PAGE>
                                           
                                           Incorporated
Exhibit                                     Herein By              Filed
Number     Description                      Reference             Herewith

27.1  Financial Data Schedule                                        X
      (Edgar filing only.)

99.1  Management Agreement,        Exhibit 99.2 to
      dated July 21, 1995,         Registrant's
      between Registrant           Current Report on
      and Miller Associates.       Form 8-K, dated
                                   July 25, 1995.

99.2  Amendment dated              Exhibit 99.2(a)
      December 21, 1995 to         to Registrant's
      Management Agreement         Annual Report on
      with Miller Associates       Form 10-K for
      dated July 21, 1995.         the year ended
                                   December 31, 1995.








                                   EI-6