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 September 30, 2000

                                    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 November 1, 2000

Common Stock, $.01 par value                             1,440,600



               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX



                                                                Page No.

Part I. FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Statements of Operations -
           Quarters and nine months ended September 30, 2000
           and 1999                                                  4

           Consolidated Condensed Statements of Comprehensive
           Income (Loss) - Quarters and nine months ended
           September 30, 2000 and 1999                               5

           Consolidated Condensed Balance Sheets -
           September 30, 2000 and December 31, 1999                6-7

           Consolidated Condensed Statements of Cash Flows -
           Nine months ended September 30, 2000 and 1999             8

           Notes to Consolidated Condensed Financial
           Statements                                             9-21

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                  22-28


Part II. OTHER INFORMATION:

         Item 6 - Exhibits and Reports on Form 8-K                  29

         Signature Page                                             30


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

<CAPTION>
                                   Quarters Ended September 30,        Nine Months Ended September 30,
                                      2000              1999                2000              1999
<S>                                <C>               <C>                 <C>               <C>
Revenues:
  Net sales                        $   69,260        $   75,977          $  202,733        $  241,136
  Other income                             80               723                 944             1,495
                                   __________        __________          __________        __________

                                       69,340            76,700             203,677           242,631
                                   __________        __________          __________        __________
Costs and Expenses:
  Cost of products sold                54,380            61,900             173,931           195,822
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses             11,802            12,035              38,229            36,283
  Interest expense                      5,554             4,903              16,507            14,387
                                   __________        __________          __________        __________

                                       71,736            78,838             228,667           246,492
                                   __________        __________          __________        __________

Loss before income taxes               (2,396)           (2,138)            (24,990)           (3,861)

Income taxes                            1,189               660               1,940             1,789
                                   __________        __________          __________        __________

Net loss                           $   (3,585)       $   (2,798)         $  (26,930)       $   (5,650)


Net loss per share
  of common stock:

    Basic                          $    (2.49)       $    (1.94)         $   (18.68)       $    (3.92)


    Diluted                        $    (2.49)       $    (1.94)         $   (18.68)       $    (3.92)


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


<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                  CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                       (Dollars in Thousands)
<CAPTION>
                                   Quarters Ended September 30,        Nine Months Ended September 30,
                                      2000              1999                2000              1999
<S>                                <C>               <C>                 <C>               <C>

Net loss                           $   (3,585)       $   (2,798)         $  (26,930)       $   (5,650)

Other comprehensive income (loss) -
  foreign currency translation
  adjustments                          (2,803)              (47)             (6,435)           (3,171)
                                   __________        __________          __________        __________

Comprehensive loss                 $   (6,388)       $   (2,845)         $  (33,365)       $   (8,821)


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


<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                              September 30,     December 31,                                  September 30,    December 31,
                                  2000              1999                                          2000             1999
<S>                             <C>               <C>           <C>                             <C>              <C>
ASSETS                                                          LIABILITIES AND COMMON
CURRENT ASSETS:                                                  SHAREHOLDERS' INVESTMENT
 Cash and cash                                                  CURRENT LIABILITIES:
  equivalents                   $  4,670          $  8,369       Accounts payable and
 Receivables                      55,395            61,023        accrued expenses              $ 59,029         $ 64,640
 Inventories                     111,307           125,132       Liabilities to customers
 Prepaid expenses and                                             on uncompleted contracts
  other current assets             6,668             5,502        and warranties                   9,792            4,876
                                ________          ________       Income taxes                      1,312              353
                                                                 Short-term obligations              186              445
 Total Current Assets            178,040           200,026       Current maturities of
                                                                  long-term debt                  71,646            7,518
OTHER ASSETS:                                                                                   ________         ________
 Restricted funds                                                Total Current
  on deposit                         558                89        Liabilities                    141,965           77,832
 Goodwill                         58,362            69,335
 Intangible assets - net          38,713            40,357      LONG-TERM LIABILITIES:
 Other assets                     10,526            11,375       Liabilities to customers on
                                ________          ________        uncompleted contracts
                                                                  and warranties                   2,447            4,367
                                 108,159           121,156       Postretirement benefits          14,103           13,984
                                                                 Deferred expenses
PROPERTY, PLANT AND EQUIPMENT:                                    and other                       10,516           12,645
 Cost                            114,493           115,376                                      ________         ________
 Less accumulated
  depreciation                   (26,274)          (19,571)                                       27,066           30,996
                                ________          ________      LONG-TERM DEBT, less
                                                                 current maturities              153,792          214,009
                                  88,219            95,805
                                                                COMMON SHAREHOLDERS' INVESTMENT:
                                                                 Common stock - par value
                                                                  $.01 per share, authorized
                                                                  1,700,000 shares, issued
                                                                  1,444,650 shares                    14               14
                                                                 Additional paid-in capital      144,451          144,451
                                                                 Treasury stock - 4,050
                                                                  shares, at cost                   (351)            (196)
                                                                 Notes receivable from
                                                                  shareholders                      (400)            (524)
                                                                 Accumulated deficit             (74,086)         (37,997)
                                                                 Accumulated other
                                                                  comprehensive income           (18,033)         (11,598)
                                                                                                ________         ________

                                                                                                  51,595           94,150
                                ________          ________                                      ________         ________

                                $374,418          $416,987                                      $374,418         $416,987

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



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

                                         Nine Months Ended September 30,
                                            2000                 1999

Net Cash Used In Operating Activities    $   (5,273)          $   (4,278)
                                         __________           __________
Cash Flows From Investing Activities
(Increase) decrease in restricted
  funds on deposit                             (469)                  10
Purchases of property, plant
  and equipment                              (2,232)              (4,870)
Proceeds from sale of property, plant
  and equipment                               1,381                  106
Purchase of Bennett & Emmott (1986) Ltd.          -               (7,005)
                                         __________           __________

Net cash used in investing activities        (1,320)             (11,759)
                                         __________           __________
Cash Flows From Financing Activities
Net increase in long-term debt
  and other bank borrowings                   3,652               14,125
Purchase of treasury stock                      (31)                (156)
                                         __________           __________
Net cash provided by financing
  activities                                  3,621               13,969
                                         __________           __________
Effect of exchange rate changes
  on cash                                      (727)                (487)
                                         __________           __________
Net decrease in cash and cash
  equivalents                                (3,699)              (2,555)
Cash and cash equivalents at
  beginning of period                         8,369                8,821
                                         __________           __________
Cash and cash equivalents at
  end of period                          $    4,670           $    6,266



Supplemental Disclosures of Cash Flow Information

                                            2000                 1999
Cash paid during the period for:
  Interest                               $   16,341           $   17,678
  Income taxes - net of refunds                 814                1,406



         See notes to consolidated condensed financial statements.



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

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

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 1999
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 30, 2000.

3. Inventories consist of the following:

                                     September 30,     December 31,
                                          2000             1999
                                         (Dollars in Thousands)

   Raw materials and parts             $ 12,712          $ 13,470
   Costs relating to
     uncompleted contracts                1,686             1,000
   Customers' advances offset
     against costs incurred on
     uncompleted contracts               (1,011)                -
   Work in process                       17,403            16,193
   Finished products (primarily
     replacement parts)                  80,517            94,469
                                       --------          --------

                                       $111,307          $125,132

4. Basic and diluted net loss per share of common stock were computed by
   dividing net loss by the weighted average number of shares of common
   stock outstanding.  Although the Company has stock options outstanding,
   none of these options are dilutive.  The numerators and the denominators
   of the basic and diluted net loss per share of common stock calculations
   are as follows:

                          Quarters Ended            Nine Months Ended
                          September 30,               September 30,
                        2000          1999          2000          1999
                                 (Dollars in Thousands, Except
                                      Per Share Amounts)
Basic and Diluted

 Net loss            $   (3,585)   $   (2,798)   $  (26,930)   $   (5,650)


 Weighted average
  shares outstanding  1,441,546     1,442,187     1,441,947     1,442,344


 Net loss per share  $    (2.49)   $    (1.94)   $   (18.68)   $    (3.92)


5. In 1999, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards No. 137, "Accounting for
   Derivative Instruments and Hedging Activities - Deferral of the Effective
   Date of FASB Statement No. 133" ("SFAS 133").  In June 2000, the FASB
   also issued Statement of Financial Accounting Standards No. 138,
   "Accounting for Certain Derivative Instruments and Certain Hedging
   Activities" ("SFAS 138"), which adds to the guidance related to
   accounting for derivative instruments and hedging activities.  SFAS 133
   as amended by SFAS 138 is effective for fiscal years beginning after
   June 15, 2000 and establishes accounting and reporting standards
   requiring that every derivative instrument (including certain derivative
   instruments embedded in other contracts) be recorded in the balance sheet
   as either an asset or liability measured at its fair value.  The new
   pronouncements also require that changes in the derivative's fair value
   be recognized currently in earnings unless specific hedge accounting
   criteria are met.  Special accounting for qualifying hedges allows a
   derivative's gains and losses to offset related results on the hedged
   item in the income statement, and requires that the Company must formally
   document, designate and assess the effectiveness of transactions that
   receive hedge accounting.  The Company plans to adopt SFAS 133 as amended
   by SFAS 138 on January 1, 2001.  Based on the Company's current
   transactions involving derivative instruments and hedging, management
   believes adoption of SFAS 133 as amended by SFAS 138 will not have a
   material effect on its financial position or results of operations.

6. Due to a reduction in new orders, the Company reduced a portion of its
   manufacturing production workforce through layoffs and also reduced the
   number of its salaried employees.  These activities resulted in
   restructuring charges of $3,601,000 for the nine months ended
   September 30, 2000.  Such charges primarily relate to severance payments
   and related matters and are included in Engineering and Field Service,
   Selling, Administrative and Miscellaneous Expenses in the Consolidated
   Condensed Statement of Operations.

7. An affiliate of the Company, which is controlled by American Industrial
   Partners Capital Fund II, L.P., acquired $75,635,000 of the Company's
   $150,000,000 issue of 9.75% Senior Notes due 2007 ("Senior Notes") in
   2000.  An election was made by the affiliate effective April 1, 2000
   which will allow it to begin filing consolidated Federal tax returns with
   the Company.  As a result, certain Federal net operating loss
   carryforwards of the Company are expected to be utilized in fiscal 2000
   on a consolidated basis.  Prior to April 1, 2000, such operating loss
   carryforwards were evaluated as not being realizable and valuation
   allowances had been established.  In the second and third quarters, a
   portion of the net operating loss carryforwards and the corresponding
   valuation allowance were reversed.

8. The Company's payment obligations under its 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.


<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                     Quarter Ended September 30, 2000
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 35,789     $  9,004       $ 33,913      $ (9,446)     $ 69,260
  Other income                    888            -            308        (1,116)           80
                             ________     ________       ________      ________      ________

                               36,677        9,004         34,221       (10,562)       69,340
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        28,641        7,394         28,016        (9,671)       54,380
  Engineering and field
    service, selling
    administrative
    and miscellaneous
    expenses                    8,107          219          3,476             -        11,802
  Interest expense              5,550          496            624        (1,116)        5,554
                             ________     ________       ________      ________      ________

                               42,298        8,109         32,116       (10,787)       71,736
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (5,621)         895          2,105           225        (2,396)
Income taxes                      174           45            970             -         1,189
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries    (5,795)         850          1,135           225        (3,585)

Equity in net earnings of
  consolidated subsidiaries     1,878            -              -        (1,878)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (3,917)    $    850       $  1,135      $ (1,653)     $ (3,585)
</TABLE>


<TABLE>
                              Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                     Quarter Ended September 30, 1999
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 43,825     $  9,657       $ 37,955      $(15,460)     $ 75,977
  Other income                  2,078            0            122        (1,477)          723
                             ________     ________       ________      ________      ________

                               45,903        9,657         38,077       (16,937)       76,700
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        36,883        8,675         31,802       (15,460)       61,900
  Engineering and field
    service, selling
    administrative
    and miscellaneous
    expenses                    7,792          496          3,747             -        12,035
  Interest expense              4,707          439          1,234        (1,477)        4,903
                             ________     ________       ________      ________      ________

                               49,382        9,610         36,783       (16,937)       78,838
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (3,479)          47          1,294             0        (2,138)
Income taxes                      179           10            471             -           660
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries    (3,658)          37            823             0        (2,798)

Equity in net earnings of
  consolidated subsidiaries       860            -              -          (860)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (2,798)    $     37       $    823      $   (860)     $ (2,798)

</TABLE>


<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                   Nine Months Ended September 30, 2000
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $109,274     $ 27,241       $104,752      $(38,534)     $202,733
  Other income                  4,361            3            510        (3,930)          944
                             ________     ________       ________      ________      ________

                              113,635       27,244        105,262       (42,464)      203,677
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        97,139       25,707         88,674       (37,589)      173,931
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   26,245          993         10,991             -        38,229
  Interest expense             16,017        1,387          3,033        (3,930)       16,507
                             ________     ________       ________      ________      ________

                              139,401       28,087        102,698       (41,519)      228,667
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (25,766)        (843)         2,564          (945)      (24,990)
Income taxes                      745           58          1,137             -         1,940
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries   (26,511)        (901)         1,427          (945)      (26,930)

Equity in net earnings of
  consolidated subsidiaries       419            -              -          (419)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $(26,092)    $   (901)      $  1,427      $ (1,364)     $(26,930)
</TABLE>



<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                   Nine Months Ended September 30, 1999
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $158,570     $ 29,122       $121,143      $(67,699)     $241,136
  Other income                  4,532            1            442        (3,480)        1,495
                             ________     ________       ________      ________      ________

                              163,102       29,123        121,585       (71,179)      242,631
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       132,976       26,083        103,948       (67,185)      195,822
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   23,813        1,643         10,827             -        36,283
  Interest expense             13,994        1,267          2,606        (3,480)       14,387
                             ________     ________       ________      ________      ________

                              170,783       28,993        117,381       (70,665)      246,492
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (7,681)         130          4,204         (514)        (3,861)
Income taxes                      460           43          1,286             -         1,789
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries    (8,141)          87          2,918         (514)        (5,650)

Equity in net earnings of
  consolidated subsidiaries     3,005            -              -       (3,005)             -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (5,136)    $     87       $  2,918      $ (3,519)     $ (5,650)

</TABLE>


<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                                  Consolidating Condensed Balance Sheets
                                            September 30, 2000
                                          (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  $      -     $     52       $  4,618     $        -     $  4,670
  Receivables                  24,318       10,524         20,553              -       55,395
  Intercompany receivables     72,525        2,807         15,294        (90,626)           -
  Inventories                  70,026        2,841         43,380         (4,940)     111,307
  Prepaid expenses and
    other current assets          408          280          5,980              -        6,668
                             ________     ________       ________      _________     ________

  Total Current Assets        167,277       16,504         89,825        (95,566)     178,040

OTHER ASSETS:
  Restricted funds on deposit     350            -            208              -          558
  Goodwill                     58,362            -              -              -       58,362
  Intangible assets - net      38,713            -              -              -       38,713
  Other assets                  8,903            -          1,623              -       10,526
  Investment in subsidiaries   14,491            -              -        (14,491)           -
                             ________     ________       ________      _________     ________

                              120,819            -          1,831        (14,491)     108,159

PROPERTY, PLANT AND
 EQUIPMENT - net               68,070        6,516         13,633              -       88,219
                             ________     ________       ________      _________     ________

                             $356,166     $ 23,020       $105,289      $(110,057)    $374,418

LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 42,755     $  2,870       $ 13,506      $    (102)    $ 59,029
  Intercompany payables         3,017       23,180         60,884        (87,081)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              8,563            -          1,229              -        9,792
  Income taxes                    135           82          1,095              -        1,312
  Short-term obligations           49            -            137              -          186
  Current maturities of
    long-term debt             65,816            -          5,830              -       71,646
                             ________     ________       ________      _________     ________

  Total Current Liabilities   120,335       26,132         82,681        (87,183)     141,965

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,412            -             35              -        2,447
  Postretirement benefits      13,632            -            471              -       14,103
  Deferred expenses and other   9,366          469            681              -       10,516
                             ________     ________       ________      _________     ________

                               25,410          469          1,187              -       27,066

LONG-TERM DEBT, less
  current maturities          150,443            -          3,349              -      153,792

COMMON SHAREHOLDERS'
  INVESTMENT                   59,978       (3,581)        18,072        (22,874)      51,595
                             ________     ________       ________      _________     ________

                             $356,166     $ 23,020       $105,289      $(110,057)    $374,418

</TABLE>


<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                                  Consolidating Condensed Balance Sheets
                                            December 31, 1999
                                          (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  $      -     $     23       $  8,346      $       -     $  8,369
  Receivables                  34,851        3,065         22,936            171       61,023
  Intercompany receivables     68,233        2,712         10,912        (81,857)           -
  Inventories                  73,147        3,669         50,579         (2,263)     125,132
  Prepaid expenses and
    other current assets          652          473          4,377              -        5,502
                             ________     ________       ________      _________     ________

    Total Current Assets      176,883        9,942         97,150        (83,949)     200,026

OTHER ASSETS:
  Restricted funds on deposit       -            -             89              -           89
  Goodwill                     69,335            -              -              -       69,335
  Intangible assets - net      40,310           47              -              -       40,357
  Other assets                  8,958            -          2,417              -       11,375
  Investment in subsidiaries   19,147            -              -        (19,147)           -
                             ________     ________       ________      _________     ________

                              137,750           47          2,506        (19,147)     121,156

PROPERTY, PLANT AND
 EQUIPMENT - net               71,875        9,067         14,863              -       95,805
                             ________     ________       ________      _________     ________

                             $386,508     $ 19,056       $114,519      $(103,096)    $416,987

LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 40,185     $  1,607       $ 23,139      $    (291)    $ 64,640
  Intercompany payables           905       19,749         55,882        (76,536)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              4,200            -            676              -        4,876
  Income taxes                    150           46            157              -          353
  Short-term obligations          150            -            295              -          445
  Current maturities of
    long-term debt                413            -          7,105              -        7,518
                             ________     ________       ________      _________     ________

  Total Current Liabilities    46,003       21,402         87,254        (76,827)      77,832

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              4,332            -             35              -        4,367
  Postretirement benefits      13,480            -            504              -       13,984
  Deferred expenses and other  11,316          334            995              -       12,645
                             ________     ________       ________      _________     ________

                               29,128          334          1,534              -       30,996

LONG-TERM DEBT, less
  current maturities          210,105            -          3,904              -      214,009

COMMON SHAREHOLDERS'
  INVESTMENT                  101,272       (2,680)        21,827        (26,269)      94,150
                             ________     ________       ________      _________     ________

                             $386,508     $ 19,056       $114,519      $(103,096)    $416,987

</TABLE>


<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Cash Flows
                                   Nine Months Ended September 30, 2000
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities     $ (3,968)    $   (396)      $   (909)     $      -      $ (5,273)
                             ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit               (350)           -           (119)            -          (469)
Purchases of property,
  plant and equipment          (1,328)         (69)          (835)            -        (2,232)
Proceeds from sale of
  property, plant and
  equipment                        37          494            850             -         1,381
                             ________     ________       ________      ________      ________
Net cash provided by
  (used in) investing
  activities                   (1,641)         425           (104)            -        (1,320)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase (decrease) in
  long-term debt and other
  bank borrowings               5,640            -         (1,988)            -         3,652
Purchase of treasury stock        (31)           -              -             -           (31)
                             ________     ________       ________      ________      ________
Net cash provided by
  (used in) financing
  activities                    5,609            -         (1,988)            -         3,621
                             ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                   -            -           (727)            -          (727)
                             ________     ________       ________      ________      ________
Net increase (decrease)
  in cash and cash
  equivalents                       -           29         (3,728)            -        (3,699)
Cash and cash equivalents
  at beginning of period            -           23          8,346             -         8,369
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $     52       $  4,618      $      -      $  4,670

</TABLE>


<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Cash Flows
                                   Nine Months Ended September 30, 1999
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities     $ (3,676)    $    303       $   (905)     $      -      $ (4,278)
                             ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                  -            -             10             -            10
Purchases of property,
  plant and equipment          (3,260)        (334)        (1,276)            -        (4,870)
Proceeds from sale of
  property, plant and
  equipment                         4           12             90             -           106
Purchase of Bennett &
  Emmott (1986) Ltd.                -            -         (7,005)            -        (7,005)
                             ________     ________       ________      ________      ________
Net cash used in
  investing activities         (3,256)        (322)        (8,181)            -       (11,759)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings               7,088            -          7,037             -        14,125
Purchase of treasury stock       (156)           -              -             -          (156)
                             ________     ________       ________      ________      ________
Net cash provided by
  financing activities          6,932            -          7,037             -        13,969
                             ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                   -            -           (487)            -          (487)
                             ________     ________       ________      ________      ________
Net decrease in cash and
  cash equivalents                  -          (19)        (2,536)            -        (2,555)
Cash and cash equivalents
  at beginning of period            -           60          8,761             -         8,821
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $     41       $  6,225      $      -      $  6,266

</TABLE>



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

   The following information is provided to assist in the understanding of
the Company's operations for the quarters and nine months ended September 30,
2000 and 1999.

   In connection with acquisitions involving the Company, assets and
liabilities have been adjusted to their estimated fair values.  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 September 30, 2000 and December 31, 1999
were as follows:
                          September 30,     December 31,
                              2000              1999
                              (Dollars in Thousands)

   Working capital          $ 36,075          $122,194
   Current ratio            1.3 to 1          2.6 to 1

   The decrease in working capital and current ratio was primarily due to
the reclassification of borrowings under the Credit Agreement with Bank One,
Wisconsin ("Credit Agreement") from long-term debt to current liabilities, as
described below.  There was also a decrease in inventories.  The Company
continues to have the equivalent of two completed shovels in inventory due to
a decrease in new machine orders.

   The Company is presenting below a calculation of loss before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA").  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 Credit Agreement
(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 Loss Before Income Taxes to Adjusted EBITDA:

                        Quarters Ended              Nine Months Ended
                        September 30,                 September 30,
                     2000           1999           2000           1999
                                  (Dollars in Thousands)
Loss before
 income taxes     $ (2,396)      $ (2,138)      $(24,990)        $ (3,861)
Non-cash expenses:
 Depreciation        2,838          2,825          8,566            8,285
 Amortization        1,518          1,412          4,456            4,225
 (Gain) loss on
  sale of fixed
  assets                 4            (14)            15               14
Interest expense     5,554          4,903         16,507           14,387


Adjusted EBITDA   $  7,518       $  6,988       $  4,554         $ 23,050


(1)   Adjusted EBITDA for the nine months ended September 30, 2000 includes
      restructuring charges of $3,601,000 primarily related to severance
      payments and related matters.

   The Credit Agreement 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.  The Credit Agreement, as
amended, expires on July 3, 2001.  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 September 30, 2000 were
$65,450,000 at a weighted average interest rate of 10.0% and are classified as
a current liability.  Previously, these borrowings were classified as long-
term.  The issuance of standby letters of credit under the Credit Agreement
and certain other bank facilities reduces the amount available for direct
borrowings under the Revolving Credit Facility.  At September 30, 2000, there
were $14,289,000 of standby letters of credit outstanding under all Company
bank facilities.  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 September 30, 2000 was $8,203,000, which is net of $725,000
that is to be used for the March 15, 2001 interest payment on the Senior
Notes.

   The Company has outstanding $150,000,000 of its 9.75% Senior Notes due
2007 ("Senior Notes") issued pursuant to an indenture among the Company, the
Guarantors, and BNY Midwest Trust Company, as Trustee (the "Senior Notes
Indenture").  Interest thereon is payable each March 15 and September 15.  An
affiliate of the Company, which is controlled by American Industrial Partners
Capital Fund II, L.P., acquired $75,635,000 of the Company's $150,000,000
issue of Senior Notes in 2000.  The affiliate has agreed as part of the Credit
Agreement to defer the receipt of interest on these Senior Notes during the
life of the Credit Agreement.  At September 30, 2000, $4,015,000 of interest
was accrued and payable to the affiliate.

   Both the Credit Agreement and the Senior Notes Indenture contain certain
covenants which may affect the Company's liquidity and capital resources.  The
Credit Agreement contains a number of financial covenants that, among other
items, require the Company (A) to maintain certain financial ratios,
including: (i) ratio of adjusted funded debt to EBITDA (as defined);
(ii) fixed charge coverage ratio; and (iii) interest coverage ratio; and (B)
to maintain a minimum net worth.  On September 8, 2000, the Credit Agreement
was amended primarily to include revised covenant definitions which reflect
the effects of the purchase of Senior Notes by the affiliate.  At
September 30, 2000, the Company was in compliance with all covenants.

   In 1999, Bucyrus Canada Limited, a wholly-owned subsidiary of the
Company, entered into a C$15,000,000 credit facility with The Bank of Nova
Scotia.  Proceeds from this facility were used to acquire certain assets of
Bennett & Emmott (1986) Ltd. ("Bennett & Emmott") on April 30, 1999.  The
C$10,000,000 revolving term loan portion of this facility, which bears
interest at the bank's prime lending rate plus 1.50%, expires on July 1, 2001.
The C$5,000,000 non-revolving term loan portion is payable in monthly
installments over five years and bears interest at the bank's prime lending
rate plus 2%.  This credit facility contains covenants which, among other
things, requires Bucyrus Canada Limited to maintain a minimum current ratio
and tangible net worth.  At September 30, 2000, Bucyrus Canada Limited was in
compliance with these covenants.

   Operating Losses

   The Company is highly leveraged and recent developments (particularly low
sales volumes) have had an adverse effect on the Company's liquidity.  While
the Company believes that current levels of cash and liquidity, together with
funds generated by operations and funds available from the Revolving Credit
Facility, will be sufficient to permit the Company to satisfy its debt service
requirements and fund operating activities for the foreseeable future, it
continues to closely monitor its operations and has initiated discussions to
extend its Credit Agreement beyond July 3, 2001 and has begun other
initiatives.

   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.  At this time, the Company continues to project that
future cash flows will be sufficient to recover the carrying value of its
long-lived assets.

   Capital Resources

   At September 30, 2000, the Company had approximately $1,644,000 of open
capital appropriations.  The Company's capital expenditures for the nine
months ended September 30, 2000 were $2,232,000 compared with $4,870,000 for
the nine months ended September 30, 1999.  In the near term, the Company
currently anticipates spending closer to the 2000 level.

Capitalization

   The long-term debt to equity ratio at September 30, 2000 and December 31,
1999 was 3.0 to 1 and 2.3 to 1, respectively.  The long-term debt to total
capitalization ratio at September 30, 2000 and December 31, 1999 was .6 to 1
and .7 to 1, respectively.  If borrowings under the Revolving Credit Facility
were classified as long-term, the long-term debt to equity ratio and long-term
debt to total capitalization ratio at September 30, 2000 would have been
4.2 to 1 and .8 to 1, respectively.  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 quarter and nine months ended September 30, 2000 were
$69,260,000 and $202,733,000, respectively, compared with $75,977,000 and
$241,136,000 for the quarter and nine months ended September 30, 1999,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 2000 were $54,988,000 and $159,510,000,
respectively, which is an increase of 8.8% and 1.9% from the quarter and nine
months ended September 30, 1999, respectively.  Net machine sales for the
quarter and nine months ended September 30, 2000 were $14,272,000 and
$43,223,000, respectively, which is a decrease of 43.9% and 48.9% from the
quarter and nine months ended September 30, 1999, respectively.  Machine sales
continue to be affected by low mineral prices.

   Cost of Products Sold

   Cost of products sold for the quarter ended September 30, 2000 was
$54,380,000 or 78.5% of net sales compared with $61,900,000 or 81.5% of net
sales for the quarter ended September 30, 1999.  For the nine months ended
September 30, 2000, cost of products sold was $173,931,000 or 85.8% of net
sales compared with $195,822,000 or 81.2% of net sales for the nine months
ended September 30, 1999.  Cost of products sold for the quarter ended
September 30, 2000 was reduced by a $1,800,000 favorable adjustment related to
commercial issues and a $1,100,000 favorable business interruption insurance
settlement.  The increase in the year-to-date cost of products sold percentage
for 2000 was primarily due to unfavorable manufacturing variances resulting
from lower manufacturing activity associated with lower machine bookings in
1999 and 2000, the mix of the aftermarket items shipped and lower machine
margins.  Included in cost of products sold for the nine months ended
September 30, 2000 was approximately $1,300,000 of costs associated with the
closing of its manufacturing facility in Boonville, Indiana which was
effective June 30, 2000.  Also included in cost of products sold for the nine
months ended September 30, 2000 and 1999 was $3,780,000 and $3,596,000,
respectively, of additional depreciation expense as a result of the fair value
adjustment to plant and equipment in connection with the acquisition of the
Company in 1997 by Bucyrus Holdings, LLC. and the acquisition of certain
assets of Bennett & Emmott.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended September 30, 2000 were $11,802,000 or 17.0% of
net sales compared with $12,035,000 or 15.8% of net sales for the quarter
ended September 30, 1999.  The amounts for the nine months ended September 30,
2000 and 1999 were $38,229,000 or 18.9% of net sales and $36,283,000 or 15.0%
of net sales, respectively.  Due to a reduction in new orders, the Company
reduced a portion of its manufacturing production workforce through layoffs
and also reduced the number of its salaried employees.  As a result,
restructuring charges of $3,601,000 were included in the amount for the nine
months ended September 30, 2000.  These charges primarily related to severance
payments and related matters.  Included in the amount for the nine months
ended September 30, 1999 was $508,000 of severance expense.

   Interest Expense

   Interest expense for the quarter and nine months ended September 30, 2000
was $5,554,000 and $16,507,000, respectively, compared with $4,903,000 and
$14,387,000 for the quarter and nine months ended September 30, 1999,
respectively.  Included in interest expense for the quarters and nine months
ended September 30, 2000 and 1999 was $3,656,000 and $10,969,000,
respectively, related to the Senior Notes.  Also included in interest expense
for the quarter and nine months ended September 30, 2000 was $196,000 and
$579,000, respectively, related to debt incurred for the acquisition and
operation of Bennett & Emmott.  This compares with $141,000 and $222,000,
respectively, for the quarter and nine months ended September 30, 1999.  The
remainder of the increase in interest expense was due to increased borrowings
under the Revolving Credit Facility.

   Income Taxes

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

   Net Earnings (Loss)

   Net loss for the quarter and nine months ended September 30, 2000 was
$3,585,000 and $26,930,000, respectively, compared with a net loss of
$2,798,000 and $5,650,000 for the quarter and nine months ended September 30,
1999, respectively.  Non-cash depreciation and amortization charges for the
quarter and nine months ended September 30, 2000 were $4,356,000 and
$13,022,000, respectively, compared with $4,237,000 and $12,510,000,
respectively, for the quarter and nine months ended September 30, 1999.  The
Company's results of operations for the quarter and nine months ended
September 30, 2000 have been negatively impacted by a decline in the value of
certain major foreign currencies against the U.S. dollar.

   Backlog and New Orders

   The Company's consolidated backlog on September 30, 2000 was $171,183,000
compared with $187,278,000 at December 31, 1999 and $219,802,000 at
September 30, 1999.  Machine backlog at September 30, 2000 was $16,201,000,
which is a decrease of 60.5% from December 31, 1999 and a decrease of 76.8%
from September 30, 1999.  Repair parts and service backlog at September 30,
2000 was $154,982,000, which is an increase of 5.9% from December 31, 1999 and
an increase of 3.4% from September 30, 1999.

   New orders for the quarter and nine months ended September 30, 2000 were
$63,288,000 and $186,638,000, respectively, compared with $88,380,000 and
$198,481,000 for the quarter and nine months ended September 30, 1999,
respectively.  New machine orders for the quarter and nine months ended
September 30, 2000 were $3,487,000 and $18,427,000, respectively, which is a
decrease of 73.2% and 54.8% from the quarter and nine months ended
September 30, 1999, respectively.  New machine orders continue to be affected
by the low worldwide price of copper and coal and the lower demand for other
minerals.  New repair parts and service orders for the quarter and nine months
ended September 30, 2000 were $59,801,000 and $168,211,000, respectively,
which is a decrease of 20.6% and an increase of 6.7% from the quarter and nine
months ended September 30, 1999, respectively.  New repair parts and service
orders for the quarter ended September 30, 1999 included a ten year shovel
parts supply agreement with a customer in Western Canada.

Quantitative and Qualitative Disclosures About Market Risk

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

   Interest Rates

   The Company's interest rate exposure relates primarily to debt
obligations in the United States.  The Company manages its borrowings under
the Revolving Credit Facility through the selection of LIBOR based borrowings
or prime-rate based borrowings.  If market conditions warrant, interest rate
swaps may be used to adjust interest rate exposures, although none have been
used to date.  The Company believes that a 10% change in the Company's
weighted average interest rate at September 30, 2000 would not have a material
effect on the Company's financial position, results of operations or cash
flows.

   Foreign Currency

   Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flow.  The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to mitigate
some of its transaction and commitment exposures, and utilizes forward
contracts in certain situations.  Based on the Company's derivative and other
foreign currency sensitive instruments outstanding at September 30, 2000, the
Company believes that a 10% change in foreign currency exchange rates will not
have a material effect on the Company's financial position, results of
operations or cash flows.

Forward-Looking Statements

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

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

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

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



                                  PART II
                             OTHER INFORMATION


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

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

        (b)  Reports on Form 8-K:

             No reports on Form 8-K were filed during the third quarter of
             2000.



                                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    November 3, 2000           /s/Craig R. Mackus
                                   Craig R. Mackus
                                   Secretary and Controller
                                   Principal Accounting Officer


Date    November 3, 2000           /s/Theodore C. Rogers
                                   Theodore C. Rogers
                                   President and CEO


                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                                         Incorporated
Exhibit                                   Herein By              Filed
Number     Description                    Reference             Herewith

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

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

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

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

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

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

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

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

        (a) Letter dated                                             X
        February 15, 2000
        evidencing change of
        indenture Trustee.

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

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

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

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

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

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

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

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

        (f) Sixth amendment dated                                    X
        September 8, 2000 to
        Credit Agreement.

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

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

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

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

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

27.1    Financial Data Schedule                                      X
        (Edgar filing only.)