EXHIBIT 10.21

                     Bucyrus International, Inc.
                        1100 Milwaukee Avenue
                South Milwaukee, Wisconsin  53172-0500



July 27, 2004

Mr. Timothy W. Sullivan
President and Chief Executive Officer
Bucyrus International, Inc.
1100 Milwaukee Avenue
South Milwaukee, Wisconsin  53172-0500

Dear Tim:

     This Letter Agreement will serve as an amendment and restatement
of all prior agreements entered into by and between you and Bucyrus
International, Inc. (the "Company").  Upon the effectiveness of this
Letter Agreement, all such prior agreements will be superceded and will
become null and without effect.

1.   You will serve as the President and Chief Executive Officer of the
     Company, reporting directly to the Company's Board of Directors
     (the "Board").  In this position, you will be responsible for the
     oversight of the day-to-day operations of the Company's business
     and its strategic direction.  You will also serve as a member of
     the Board, without additional compensation for such service.  Your
     employment will continue subject to termination by either you or
     the Company as outlined herein.

2.   Your annual base salary will be $500,000, subject to review by the
     Board from time to time.  Your base salary will be paid in
     accordance with the normal payroll practices of the Company.  You
     will be eligible to participate in the Company's Executive Officer
     Incentive Plan and its equity-based compensation plans, in each
     case, in accordance with the terms thereof and such agreements as
     you may enter into thereunder.

3.   Your continued employment with the Company will be subject to your
     compliance with each provision of the restrictive covenants set
     forth as Exhibit A to this Letter Agreement, which is incorporated
     into and made part of this Letter Agreement.

4.   You will be entitled to participate in all employee benefit plans
     and programs generally applicable to senior executives of the
     Company, including medical, dental, life insurance, disability
     insurance and retirement plans, subject to eligibility
     requirements and generally applicable terms of such plans.  Your
     retirement benefits will be based on all service with the Company,
     including service prior to your rehire date, but you will not
     receive any service for the periods during which you were not an
     employee of the Company.

5.   Your employment may be terminated by the Company at any time, with
     or without cause.  In the event your employment is terminated by
     the Company for any reason other than cause, you will be entitled
     to continuation of your base salary for one year immediately
     following the effective date of termination, paid in accordance
     with the normal payroll practices of the Company.  Such salary
     continuation will be in lieu of severance benefits under any other
     Company severance plan, policy or arrangement.  Except as required
     by law or set forth in a relevant Company compensation or benefit
     plan or agreement thereunder, no additional payments or benefits
     will be paid to you in the event of the termination of your
     employment.

6.   Miscellaneous.

     (a)  Successors; Binding Agreement.  This Agreement will inure to
          the benefit of and be binding upon the Company's and your
          personal or legal representatives, executors,
          administrators, successors, heirs, distributees, devisees
          and legatees, as applicable.

     (b)  Assignment.  The services to be performed by you hereunder
          are specific to you and may not be assigned by you.  The
          Company may not assign this Letter Agreement, or your
          services hereunder, except to a person or entity that
          acquires all or substantially all of the Company's business.

     (c)  Notice.  For the purposes of this Letter Agreement, notices,
          demands and all other communications will be in writing and
          will be deemed to have been duly given when delivered by
          hand (with receipt) or (unless otherwise specified) mailed
          by United States certified or registered mail, return
          receipt requested, postage prepaid, addressed as follows:
          if to you, at your most recent address shown in the records
          of the Company; and if to the Company, to the Company's
          headquarters at 1100 Milwaukee Avenue, South Milwaukee,
          Wisconsin  53172-0500, to the attention of:  the Company's
          Vice President   Human Resources.

     (d)  Modification; Waiver.  No provisions of this Letter Agree-
          ment may be modified, waived or discharged unless such
          waiver, modification or discharge is agreed to in writing
          signed by you and the Chairman of the Board or such officer
          of the Company as may be specifically designated by the
          Board.  No waiver by either party hereto at any time of any
          breach by the other party hereto of, or compliance with, any
          condition or provision of this Agreement to be performed by
          such other party will be deemed a waiver of similar or dis-
          similar provisions or conditions at the same or at any prior
          or subsequent time.

     (e)  Governing Law; Interpretation.  The validity,
          interpretation, construction and performance of this Letter
          Agreement will be governed by the laws of the State of
          Wisconsin without regard to its conflicts of law principles.
          The obligations of the Company and you under this Section 6
          and Section 5 and Exhibit A hereto will survive the
          termination of your employment with the Company.

     (f)  Withholding.  Any amounts payable pursuant to this Letter
          Agreement will be subject to applicable tax withholding, and
          the Company may require a cash payment with respect to such
          obligations as a condition of any such payment.

     (g)  Validity.  The invalidity or unenforceability of any
          provision or provisions of this Letter Agreement will not
          affect the validity or enforceability of any other provision
          of this Letter Agreement, which will remain in full force
          and effect.

     (h)  Entire Agreement.  This Letter Agreement sets forth the
          entire agreement of the parties hereto in respect of the
          subject matter contained herein and supersedes all prior
          agreements, promises, covenants, arrangements, communica-
          tions, representations or warranties, whether oral or
          written, by any officer, employee or representative of any
          party hereto, including but not limited to the letter
          agreement between you and the Company dated as August 8,
          2000 and all amendments thereto.  No agreements or
          representations, oral or otherwise, express or implied, with
          respect to the subject matter hereof have been made by
          either party which are not set forth expressly in this
          Letter Agreement.

     (i)  Counterparts.  This Letter Agreement may be executed in one
          or more counterparts, each of which will be deemed to be an
          original but all of which together will constitute one and
          the same instrument.

     If you are in agreement with the foregoing, please execute this
Letter Agreement in the space provided and return it to the undersigned.


ACKNOWLEDGED AND AGREED:           BUCYRUS INTERNATIONAL, INC.


/s/ Timothy W. Sullivan            /S/ Frank P. Bruno
Timothy W. Sullivan                By: Frank P. Bruno
                                   Title: Vice President - Human
                                   Resources




                                               EXHIBIT A

                        RESTRICTIVE COVENANTS

For purposes of this Exhibit A, "Executive" will mean Timothy W.
Sullivan, President and Chief Executive Officer of Bucyrus
International, Inc.

1. Protection of Confidential Information.  Executive acknowledges
   that during the course of his employment with the Company, its
   subsidiaries and affiliates, he will be exposed to documents and
   other information regarding the confidential affairs of the
   Company, its subsidiaries and affiliates, including without
   limitation information about their past, present and future
   financial condition, the markets for their products, key
   personnel, past, present or future actual or threatened
   litigation, trade secrets, current and prospective customer lists,
   vendor sources, operational methods, acquisition plans, prospects,
   plans for future development and other business affairs and
   information about the Company and its subsidiaries and affiliates
   not readily available to the public (the "Confidential
   Information").  Executive further acknowledges that the services
   to be performed by him as an employee of the Company in the
   positions of President and Chief Executive Officer are of a
   special, unique, unusual, extraordinary and intellectual
   character.  In recognition of the foregoing, Executive covenants
   and agrees as follows:

   1.1  No Disclosure or Use of Confidential Information.  At no
        time will Executive ever divulge, disclose, or otherwise use
        any Confidential Information for purposes other than
        carrying out his duties as an employee of the Company in the
        best interests of the Company, unless and until such
        information is readily available in the public domain by
        reason other than Executive's unauthorized disclosure or use
        thereof, unless such disclosure or use is expressly
        authorized by the Board in writing in advance of such
        disclosure.

   1.2  Return of Company Property, Records and Files.  Upon the
        termination of Executive's employment with the Company at
        any time for any reason, or at any other time the Board may
        so direct, Executive will promptly deliver to the Company's
        offices in South Milwaukee, Wisconsin all of the property
        and equipment of the Company, its subsidiaries and
        affiliates (including any cell phones, pagers, credit cards,
        personal computers, etc.) and any and all documents,
        records, and files, including any notes, memoranda, customer
        lists, reports and any and all other documents, including
        any copies thereof, whether in hard copy form or on a
        computer disk or hard drive, which relate to the Company,
        its subsidiaries, affiliates, successors or assigns, and/or
        their respective past and present officers, directors,
        employees or consultants (collectively, the "Company
        Property, Records and Files"); it being expressly understood
        that, upon termination of Executive's employment, Executive
        will not be authorized to retain any of the Company
        Property, Records and Files, except to the extent expressly
        so authorized in writing by the Board.

2. Noncompetition.  During the term of Executive's employment with
   the Company and for the two-year period immediately following the
   date of termination of Executive's employment at any time and for
   any reason (the "Restricted Period"), Executive will not, directly
   or indirectly, (i) enter the employ of, or render any consulting
   services to, any entity that competes with the Company, or its
   subsidiaries, affiliates (provided that such term as used in this
   Section 2 will not include entities that are affiliates of the
   Company solely by reason of being affiliates of American
   Industrial Partners Capital Fund II, L.P.), successors, or
   assigns, in the conduct of the "Business" (as defined in this
   Section 2) in the United States and/or any foreign country within
   which, during the 12-month period preceding Executive's
   termination of employment, the Company, or its subsidiaries,
   affiliates, successors, or assigns, engaged in the Business; or
   (ii) assist or participate in any such competing entity in any
   capacity, including without limitation, as an individual, partner,
   shareholder, officer, director, principal, agent, trustee or
   consultant; provided, however, Executive may own, directly or
   indirectly, solely as a passive investment, securities of any
   entity traded on any national securities exchange if Executive is
   not a controlling person of, or a member of a group which
   controls, such entity and does not, directly or indirectly own 5%
   or more of any class of securities of such entity.  For purposes
   of this Section 2, the "Business" will mean (x) the manufacture
   and/or sale of surface mining equipment and spare parts of the
   kind manufactured, sold and provided by the Company or any
   subsidiary, affiliate, successor or assign at any time during the
   term of Executive's employment with the Company and which the
   Company continues to manufacture, sell or produce during the
   Restricted Period; (y) maintenance and service related to the
   equipment and spare parts referenced in subsection (x) above; and
   (z) the manufacture and/or sale of, and maintenance and service
   related to, any surface mining equipment with respect to which,
   prior to the date of termination of Executive's employment
   hereunder, the Company or any subsidiary, affiliates, successor or
   assign has or will have made a material financial investment in
   contemplation of manufacturing, selling, maintaining or servicing.

3. Noninterference.  During the term of Executive's employment with
   the Company and for the Restricted Period, Executive will not,
   directly or indirectly, solicit, induce, or attempt to solicit or
   induce any officer, director, employee, agent or consultant of the
   Company or any of its subsidiaries, affiliates, successors or
   assigns to terminate his, her or its employment or other
   relationship with the Company or its subsidiaries, affiliates,
   successors or assigns for the purpose of associating with any
   competitor of the Company or its subsidiaries, affiliates,
   successors or assigns, or otherwise encourage any such person or
   entity to leave or sever his, her or its employment or other
   relationship with the Company or its subsidiaries, affiliates,
   successors or assigns for any reason, other than pursuant to the
   discharge of Executive's duties as an employee of the Company.

4. Nonsolicitation.  During the term of Executive's employment with
   the Company and for the Restricted Period, Executive will not,
   directly or indirectly, solicit, induce, or attempt to solicit or
   induce any customers, clients, vendors, suppliers, or consultants
   then under contract to the Company or its subsidiaries,
   affiliates, successors or assigns, to terminate his, her or its
   relationship with the Company or its subsidiaries, affiliates,
   successors or assigns, for the purpose of associating with any
   competitor of the Company or its subsidiaries, affiliates,
   successors or assigns, or otherwise encourage such customers,
   clients, vendors, suppliers or consultants then under contract to
   terminate his, her or its relationship with the Company or its
   subsidiaries, affiliates, successors or assigns for any reason,
   other than pursuant to the discharge of Executive's duties as an
   employee of the Company.

5. Rights and Remedies upon Breach of a Restrictive Covenant.  If
   Executive breaches, or threatens to commit a breach of, any of the
   provisions of Sections 1 through 4 above (the "Restrictive
   Covenants"), the Company and its subsidiaries, affiliates,
   successors or assigns will have the following rights and remedies,
   each of which will be independent of the others and severally
   enforceable, and each of which will be in addition to, and not in
   lieu of, any other rights or remedies available to the Company or
   its subsidiaries, affiliates, successors or assigns at law or in
   equity.

   5.1  Specific Performance.  The right and remedy to have the
        Restrictive Covenants specifically enforced by any court of
        competent jurisdiction by injunctive decree or otherwise, it
        being agreed that any breach or threatened breach of the
        Restrictive Covenants would cause irreparable injury to the
        Company or its subsidiaries, affiliates, successors or
        assigns and that money damages would not provide an adequate
        remedy to the Company or its subsidiaries, affiliates,
        successors or assigns.

   5.2  The right and remedy to require Executive to account for and
        pay over to the Company or its subsidiaries, affiliates,
        successors or assigns, as the case may be, all compensation,
        profits, monies, accruals, increments or other benefits
        derived or received by Executive as a result of any
        transaction or activity constituting a breach of any of the
        Restrictive Covenants.

   5.3  Severability of Covenants.  Executive acknowledges and
        agrees that the Restrictive Covenants are reasonable and
        valid in geographic and temporal scope and in all other
        respects.  If any court determines that any of the
        Restrictive Covenants, or any part thereof, is invalid or
        unenforceable, the remainder of the Restrictive Covenants
        will not thereby be affected and will be given full force
        and effect without regard to the invalid portions.

   5.4  Modification By the Court.  If any court determines that any
        of the Restrictive Covenants, or any part thereof, is
        unenforceable because of the duration or scope of such
        provision, such court will have the power to reduce the
        duration or scope of such provision, as the case may be (it
        being the intent of the parties that any such reduction be
        limited to the minimum extent necessary to render such
        provisions enforceable), and, in its reduced form, such
        provision will then be enforceable.

   5.5  Enforceability in Jurisdictions.  Executive intends to and
        hereby confers jurisdiction to enforce the Restrictive
        Covenants upon the courts of any jurisdiction within the
        geographic scope of such covenants.  If the courts of any
        one or more of such jurisdictions hold the Restrictive
        Covenants unenforceable by reason of the breadth of such
        scope or otherwise, it is the intention of the Executive
        that such determination not bar or in any way affect the
        right of the Company or its subsidiaries, affiliates,
        successors or assigns to the relief provided herein in the
        courts of any other jurisdiction within the geographic scope
        of such covenants, as to breaches of such covenants in such
        other respective jurisdictions, such covenants as they
        relate to each jurisdiction being, for this purpose,
        severable into diverse and independent covenants.

   5.6  Executive agrees that the Company will be entitled to
        recover from Executive all costs, including attorneys' fees
        and expert witness fees, which the Company incurs in
        enforcing the Restrictive Covenants or pursuing damages for
        the Executive's breach of the Restrictive Covenants.