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 June 30, 2003

                                    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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No [X]

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

          Class                                 Outstanding August 13, 2003

Common Stock, $.01 par value                             1,471,449




               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX



                                                               Page No.

Part I.  FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Statements of Operations -
           Quarters and six months ended June 30, 2003
           and 2002                                                 3

           Consolidated Condensed Statements of Comprehensive
           Income (Loss) - Quarters and six months ended
           June 30, 2003 and 2002                                   4

           Consolidated Condensed Balance Sheets -
           June 30, 2003 and December 31, 2002                    5-6

           Consolidated Condensed Statements of Cash Flows -
           Six months ended June 30, 2003 and 2002                  7

           Notes to Consolidated Condensed Financial
           Statements                                            8-22

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                 23-27

         Item 3 - Quantitative and Qualitative Disclosures
                  About Market Risk                                28

         Item 4 - Disclosure Controls and Procedures               29

         Forward-Looking Statements                                30

PART II. OTHER INFORMATION:

         Item 1 - Legal Proceedings                                31

         Item 2 - Changes in Securities and Use of Proceeds        31

         Item 3 - Defaults Upon Senior Securities                  31

         Item 4 - Submission of Matters to a Vote of
                  Security Holders                                 31

         Item 5 - Other Information                                31

         Item 6 - Exhibits and Reports on Form 8-K                 31

         Signature Page                                            32




<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                     CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS(Unaudited)
                          (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                                     Quarters Ended June 30,      Six Months Ended June 30,
                                      2003           2002           2003         2002
<S>                                <C>            <C>            <C>          <C>
Revenues:
  Net sales                        $   86,953     $   75,627     $  147,835   $  140,057
  Other income                            103             87            148          141
                                   __________     __________     __________   __________

                                       87,056         75,714        147,983      140,198
                                   __________     __________     __________   __________
Costs and Expenses:
  Cost of products sold                70,548         61,685        116,872      113,856
  Engineering and field service,
    selling, administrative and
    miscellaneous expenses             11,594         10,573         22,200       20,265
  Interest expense                      4,472          4,676          8,995        9,275
                                   __________     __________     __________   __________

                                       86,614         76,934        148,067      143,396
                                   __________     __________     __________   __________

Earnings (loss) before
  income taxes                            442         (1,220)         (84)        (3,198)

Income taxes                              928          1,039          1,734        1,645
                                   __________     __________     __________   __________

Net loss                           $     (486)    $   (2,259)    $   (1,818)  $   (4,843)


Net loss per share of
  common stock:

    Basic                          $     (.34)    $    (1.57)    $    (1.27)  $    (3.37)


    Diluted                        $     (.34)    $    (1.57)    $    (1.27)  $    (3.37)


                     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) (Unaudited)
                                       (Dollars in Thousands)
<CAPTION>
                                     Quarters Ended June 30,      Six Months Ended June 30,
                                      2003           2002           2003         2002
<S>                                <C>            <C>            <C>          <C>

Net loss                           $     (486)    $   (2,259)    $   (1,818)  $   (4,843)

Other comprehensive income (loss) -
   foreign currency translation
   adjustments                          3,956         (1,050)         5,532       (1,374)
                                   __________     __________     __________   __________

Comprehensive income (loss)        $    3,470     $   (3,309)    $    3,714   $   (6,217)


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




<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                             CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
                              (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                                June 30,       December 31,                                      June 30,      December 31,
                                  2003             2002                                            2003            2002
<S>                             <C>              <C>             <C>                             <C>             <C>
ASSETS                                                           LIABILITIES AND COMMON
CURRENT ASSETS:                                                   SHAREHOLDERS' INVESTMENT
 Cash and cash                                                    (DEFICIENCY IN ASSETS)
  equivalents                   $  6,653         $  4,189        CURRENT LIABILITIES:
 Receivables                      55,597           52,770         Accounts payable and
 Inventories                     117,939          114,312          accrued expenses              $ 52,549        $ 59,216
 Prepaid expenses and                                             Liabilities to customers
  other current assets             6,493            6,186          on uncompleted contracts
                                ________         ________          and warranties                  17,017           7,850
                                                                  Income taxes                      2,930           3,443
 Total Current Assets            186,682          177,457         Short-term obligations                -             495
                                                                  Current maturities of
OTHER ASSETS:                                                      long-term debt                     297             431
 Restricted funds                                                                                ________        ________
  on deposit                       1,381            1,485         Total Current
 Goodwill                         55,860           55,860          Liabilities                     72,793          71,435
 Intangible assets - net          36,839           37,662
 Other assets                     10,692           11,935        LONG-TERM LIABILITIES:
                                ________         ________         Liabilities to customers on
                                                                   uncompleted contracts
                                 104,772          106,942          and warranties                   2,000           2,000
                                                                  Post retirement benefits         12,650          12,751
PROPERTY, PLANT AND EQUIPMENT:                                    Deferred expenses, pension
 Cost                            109,500          106,565          and other                       41,607          42,583
 Less accumulated                                                 Interest payable to Holdings     22,123          18,436
  depreciation                   (50,252)         (44,086)                                       ________        ________
                                ________         ________
                                                                                                   78,380          75,770
                                  59,248           62,479
                                                                 LONG-TERM DEBT, less
                                                                  current maturities              203,271         207,804

                                                                 COMMON SHAREHOLDERS' INVESTMENT
                                                                 (DEFICIENCY IN ASSETS):
                                                                  Common stock - par value
                                                                   $.01 per share, authorized
                                                                   1,700,000 shares, issued
                                                                   1,480,499 and 1,444,650
                                                                   shares, respectively                15              14
                                                                  Additional paid-in capital      148,389         147,715
                                                                  Treasury stock - 9,050
                                                                   shares, at cost                   (851)           (851)
                                                                  Accumulated deficit            (103,020)       (101,202)
                                                                  Accumulated other
                                                                   comprehensive loss             (48,275)        (53,807)
                                                                                                 ________        ________

                                                                                                   (3,742)         (8,131)
                                ________         ________                                        ________        ________

                                $350,702         $346,878                                        $350,702        $346,878


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




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

                                        Six Months Ended June 30,
                                        2003             2002

Net Cash Provided By (Used In)
Operating Activities                 $    9,274       $   (6,009)
                                     __________       __________
Cash Flows From Investing Activities
(Increase) decrease in restricted funds
  on deposit                                104           (1,036)
Proceeds from sale of The Principal
  Financial Group shares                      -            2,974
Purchases of property, plant
  and equipment                          (1,086)          (2,898)
Net proceeds from sale and
  leaseback transaction                       -            6,657
Proceeds from sale of property, plant
  and equipment                              15               80
                                     __________       __________

Net cash provided by (used in)
  investing activities                     (967)           5,777
                                     __________       __________

Cash Flows From Financing Activities
Net repayments of revolving
  credit facilities                      (4,784)            (437)
Net increase (decrease) in long-term
  debt and other bank borrowings           (378)             394
Payment of refinancing expenses          (1,303)          (1,627)
Proceeds from issuance of common stock       36                -
                                     __________       __________

Net cash used in financing activities    (6,429)          (1,670)
                                     __________       __________
Effect of exchange rate
  changes on cash                           586              416
                                     __________       __________
Net increase (decrease) in cash
  and cash equivalents                    2,464           (1,486)
Cash and cash equivalents at
  beginning of period                     4,189            7,218
                                     __________       __________
Cash and cash equivalents at
  end of period                      $    6,653       $    5,732


Supplemental Disclosures of Cash Flow Information

                                        2003             2002
Cash paid during the period for:
  Interest                           $    5,259       $    5,527
  Income taxes - net of refunds           2,891            1,274



         See notes to consolidated condensed financial statements.




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


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

2. Certain notes and other information have been condensed or omitted from
   these interim consolidated condensed financial statements.  Therefore,
   these statements should be read in conjunction with the Company's 2002
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 31, 2003.

3. Inventories consist of the following:

                                     June 30,       December 31,
                                       2003             2002
                                         (Dollars in Thousands)

   Raw materials and parts           $ 14,553         $ 15,509
   Work in process                     19,096           17,817
   Finished products (primarily
     replacement parts)                84,290           80,986


                                     $117,939         $114,312


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.   The shares outstanding used to compute the diluted
   loss per share exclude outstanding options to purchase 163,651 and
   200,000 shares of the Company's common stock as of June 30, 2003 and
   2002, respectively.  The options were excluded because their inclusion
   would have been antidilutive.  The numerators and the denominators of the
   basic and diluted net loss per share of common stock calculations are as
   follows:

                       Quarters Ended June 30,    Six Months Ended June 30,
                         2003         2002           2003         2002
                                  (Dollars in Thousands, Except
                                       Per Share Amounts)
Basic and Diluted

 Net loss             $     (486)   $   (2,259)   $   (1,818)   $   (4,843)


 Weighted average
  shares outstanding   1,437,570     1,435,600     1,436,590     1,435,600


 Net loss per share   $     (.34)   $    (1.57)   $    (1.27)   $    (3.37)


5. The Company accounts for stock-based compensation in accordance with
   Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
   to Employees," as allowed by Statement of Financial Accounting Standards
   No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").  The
   following table illustrates the effect on net loss and net loss per share
   as if the fair value-based method provided by SFAS 123 had been applied
   for all outstanding and unvested awards in each period:

                              Quarters Ended            Six Months Ended
                                 June 30,                   June 30,
                             2003        2002           2003        2002
                          (Dollars In Thousands, Except Per Share Amounts)

Reported net loss          $   (486)   $ (2,259)      $ (1,818)   $ (4,843)
Add: Stock-based employee
 compensation expense
 recorded for stock
 options, net of
 related tax effects            638           -            638           -
Deduct: Total stock-based
 employee compensation
 expense determined under
 fair value based method
 for all awards, net of
 related tax effects            (73)        (73)          (145)       (145)
                           ________    ________       ________    ________
Pro forma net
 earnings (loss)           $     79    $ (2,332)      $ (1,325)   $ (4,988)


Net earnings (loss) per
 share of common stock
 (basic and diluted):
   As reported             $   (.34)   $  (1.57)      $  (1.27)   $  (3.37)
   Pro forma                    .05       (1.62)          (.92)      (3.47)

6. Intangible assets consist of the following:

                                 June 30, 2003            December 31, 2002
                             Gross                      Gross
                            Carrying   Accumulated     Carrying   Accumulated
                             Amount    Amortization     Amount    Amortization
                                         (Dollars in Thousands)
Amortized intangible
 assets:
   Engineering drawings     $ 25,500    $ (7,356)      $ 25,500    $ (6,719)
   Bill of material
    listings                   2,856        (824)         2,856        (752)
   Software                    2,288      (1,320)         2,288      (1,206)
                            ________    ________       ________    ________

                            $ 30,644    $ (9,500)      $ 30,644    $ (8,677)


Unamortized intangible
 assets:
   Trademarks/Trade Names   $ 12,436                   $ 12,436
   Intangible pension
    asset                      3,259                      3,259
                            ________                   ________

                            $ 15,695                   $ 15,695


   The aggregate intangible amortization expense for the quarters ended
   June 30, 2003 and 2002 was $412,000.  The aggregate intangible
   amortization expense for the six months ended June 30, 2003 and 2002 was
   $823,000.  The estimated future amortization expense of intangible assets
   as of June 30, 2003 is as follows:

                      (Dollars in Thousands)

         2003 (remaining six months)         $    824
         2004                                   1,647
         2005                                   1,647
         2006                                   1,647
         2007                                   1,585
         2008                                   1,417
         Future                                12,377
                                             ________

                                             $ 21,144


7. Expenditures for ongoing compliance with environmental regulations that
   relate to current operations are expensed or capitalized as appropriate.
   Expenditures that relate to an existing condition caused by past
   operations and which do not contribute to current or future revenue
   generation are expensed.  Liabilities are recorded when environmental
   assessments indicate that remedial efforts are probable and the costs can
   be reasonably estimated.  Estimates of the liability are based upon
   currently available facts, existing technology and presently enacted laws
   and regulations.  These liabilities are included in the Consolidated
   Condensed Balance Sheets at their undiscounted amounts.  Recoveries are
   evaluated separately from the liability and, if appropriate, are recorded
   separately from the associated liability in the Consolidated Condensed
   Balance Sheets.

   The Company records provisions for estimated warranty and other related
   costs at the time of sale based on historical warranty loss experience
   and periodically adjusts these provisions to reflect actual experience.
   The following is a reconciliation of the changes in accrued warranty
   costs for the six months ended June 30, 2003:

                                      (Dollars in Thousands)

   Balance at December 31, 2002              $  3,597
   Expense provision                            1,428
   Charges to reserve                            (581)
                                             ________

   Balance at June 30, 2003                  $  4,444


   The Company is normally subject to numerous product liability claims,
   many of which relate to products no longer manufactured by the Company or
   its subsidiaries, and other claims arising in the ordinary course of
   business.  The Company has insurance covering most of said claims,
   subject to varying deductibles up to $3,000,000, and has various limits
   of liability depending on the insurance policy year in question.  It is
   the view of management that the final resolution of said claims and other
   similar claims which are likely to arise in the future will not
   individually or in the aggregate have a material effect on the Company's
   financial position, results of operations or cash flows, although no
   assurance to that effect can be given.
   The Company has been named as a co-defendant in 286 personal injury
   liability asbestos cases, involving approximately 1,400 plaintiffs, which
   are pending in various state courts.  In all of these cases, insurance
   carriers have accepted or are expected to accept the defense of such
   cases.  These cases are in preliminary stages and the Company does not
   believe that costs associated with these matters will have a material
   effect on the Company's financial position, results of operations or cash
   flows, although no assurance to that effect can be given.

8. Statement of Financial Accounting Standards No. 130, "Reporting
   Comprehensive Income," requires the reporting of comprehensive income
   (loss) in addition to net income (loss) from operations.  Comprehensive
   income (loss) is a more inclusive financial reporting method that
   includes disclosure of financial information that historically has not
   been recognized in the calculation of net income (loss).  The Company
   reports comprehensive income (loss) and accumulated other comprehensive
   loss which includes net loss, foreign currency translation adjustments
   and minimum pension liability adjustments.  Information on accumulated
   other comprehensive loss is as follows:

                                                Minimum        Accumulated
                              Cumulative        Pension           Other
                              Translation      Liability      Comprehensive
                              Adjustments     Adjustments         Loss
                                         (Dollars in Thousands)

Balance at December 31, 2002   $(24,614)       $(29,193)        $(53,807)
Changes - Six Months ended
  June 30, 2003                   5,532               -            5,532
                               ________        ________         ________

Balance at June 30, 2003      $(19,082)       $(29,193)        $(48,275)


 9. In July 2002, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards No. 146, "Accounting for
    Costs Associated with Exit or Disposal Activities" ("SFAS 146").
    SFAS 146 requires companies to recognize costs associated with exit or
    disposal activities when they are incurred rather than at the date of a
    commitment to an exit or disposal plan.  Examples of costs covered by
    SFAS 146 include lease termination costs and certain employee severance
    costs that are associated with a restructuring, discontinued operations,
    plant closing, or other exit or disposal activity.  SFAS 146 is to be
    applied prospectively to exit or disposal activities initiated after
    December 31, 2002.  The Company adopted SFAS 146 on January 1, 2003.
    Adoption of SFAS 146 did not have a material effect on the Company's
    consolidated financial position, results of operations or cash flows.

    In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
    Accounting and Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others."  Interpretation No. 45 requires
    that a guarantor must recognize, at the inception of a guarantee, a
    liability for the fair value of the obligation that it has undertaken in
    issuing a guarantee.  Interpretation No. 45 also addresses the disclosure
    requirements that a guarantor must include in its financial statements
    for guarantees issued.  The disclosure requirements in this
    interpretation are effective for financial statements ending after
    December 15, 2002.  The initial recognition and measurement provisions of
    this interpretation are applicable on a prospective basis to guarantees
    issued or modified after December 31, 2002.  The Company adopted the
    recognition and measurement provisions of Interpretation No. 45 on
    January 1, 2003.  Adoption of Interpretation No. 45 did not have a
    material effect on the Company's financial position, results of
    operations or cash flows.

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






<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                              Consolidating Condensed Statements of Operations
                                        Quarter Ended June 30, 2003
                                           (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $ 52,105     $  9,730       $ 42,148      $(17,030)     $ 86,953
  Other income                     436            1            436          (770)          103
                              ________     ________       ________      ________      ________

                                52,541        9,731         42,584       (17,800)       87,056
                              ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold         42,706        9,296         35,047       (16,501)       70,548
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                     7,140          443          4,091           (80)       11,594
  Interest expense               4,721          345            176          (770)        4,472
                              ________     ________       ________      ________      ________

                                54,567       10,084         39,314       (17,351)       86,614
                              ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries     (2,026)        (353)         3,270          (449)          442
Income taxes                        60            6            862             -           928
                              ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries     (2,086)        (359)         2,408          (449)         (486)

Equity in net earnings of
  consolidated subsidiaries      2,049            -              -        (2,049)            -
                              ________     ________       ________      ________      ________

Net earnings (loss)           $    (37)    $   (359)      $  2,408      $ (2,498)     $   (486)
</TABLE>




<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                              Consolidating Condensed Statements of Operations
                                        Quarter Ended June 30, 2002
                                           (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $ 39,033     $ 13,377       $ 38,563      $(15,346)     $ 75,627
  Other income                     478            1            241          (633)           87
                              ________     ________       ________      ________      ________

                                39,511       13,378         38,804       (15,979)       75,714
                              ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold         31,989       12,790         31,430       (14,524)       61,685
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                     5,783          510          4,280             -        10,573
  Interest expense               4,755          333            221          (633)        4,676
                              ________     ________       ________      ________      ________

                                42,527       13,633         35,931       (15,157)       76,934
                              ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries     (3,016)        (255)         2,873          (822)       (1,220)
Income taxes                        77            -            962             -         1,039
                              ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries     (3,093)        (255)         1,911          (822)       (2,259)

Equity in net earnings of
  consolidated subsidiaries      1,656            -              -        (1,656)            -
                              ________     ________       ________      ________      ________

Net earnings (loss)           $ (1,437)    $   (255)      $  1,911      $ (2,478)     $ (2,259)

</TABLE>




<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                              Consolidating Condensed Statements of Operations
                                       Six Months Ended June 30, 2003
                                           (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $ 87,080     $ 17,280       $ 75,577      $(32,102)     $147,835
  Other income                   1,979            1            785        (2,617)          148
                              ________     ________       ________      ________      ________

                                89,059       17,281         76,362       (34,719)      147,983
                              ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold         68,946       17,232         61,759       (31,065)      116,872
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                    12,382          989          8,960          (131)       22,200
  Interest expense               9,472          678          1,462        (2,617)        8,995
                              ________     ________       ________      ________      ________

                                90,800       18,899         72,181       (33,813)      148,067
                              ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries     (1,741)      (1,618)         4,181          (906)          (84)
Income taxes                       227           12          1,495             -         1,734
                              ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries     (1,968)      (1,630)         2,686          (906)       (1,818)

Equity in net earnings of
  consolidated subsidiaries      1,056            -              -        (1,056)            -
                              ________     ________       ________      ________      ________

Net earnings (loss)           $   (912)    $ (1,630)      $  2,686      $ (1,962)     $ (1,818)
</TABLE>





<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                              Consolidating Condensed Statements of Operations
                                       Six Months Ended June 30, 2002
                                           (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $ 73,409     $ 25,457       $ 70,340      $(29,149)     $140,057
  Other income                   2,047            1            418        (2,325)          141
                              ________     ________       ________      ________      ________

                                75,456       25,458         70,758       (31,474)      140,198
                              ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold         60,922       24,243         57,018       (28,327)      113,856
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                    11,246          975          8,044             -        20,265
  Interest expense               9,365          650          1,585        (2,325)        9,275
                              ________     ________       ________      ________      ________

                                81,533       25,868         66,647       (30,652)      143,396
                              ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries     (6,077)        (410)         4,111          (822)       (3,198)
Income taxes (benefit)             261           (1)         1,385             -         1,645
                              ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries     (6,338)        (409)         2,726          (822)       (4,843)

Equity in net earnings of
  consolidated subsidiaries      2,317            -              -        (2,317)            -
                              ________     ________       ________      ________      ________

Net earnings (loss)           $ (4,021)    $   (409)      $  2,726      $ (3,139)     $ (4,843)
</TABLE>




<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                                   Consolidating Condensed Balance Sheets
                                               June 30, 2003
                                           (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   $      -     $     25       $  6,628      $       -     $  6,653
  Receivables                   23,592        6,906         25,099              -       55,597
  Intercompany receivables      81,871          884         24,560       (107,315)           -
  Inventories                   63,165        6,778         53,810         (5,814)     117,939
  Prepaid expenses and
    other current assets           404           30          6,490           (431)       6,493
                              ________     ________       ________      _________     ________

  Total Current Assets         169,032       14,623        116,587       (113,560)     186,682

OTHER ASSETS:
  Restricted funds on deposit      737            -            644              -        1,381
  Goodwill                      55,660            -            200              -       55,860
  Intangible assets - net       36,839            -              -              -       36,839
  Other assets                   9,103            -          1,589              -       10,692
  Investment in subsidiaries    20,547            -              -        (20,547)           -
                              ________     ________       ________      _________     ________

                               122,886            -          2,433        (20,547)     104,772

PROPERTY, PLANT AND
 EQUIPMENT - net                41,638        6,413         11,197              -       59,248
                              ________     ________       ________      _________     ________

                              $333,556     $ 21,036       $130,217      $(134,107)    $350,702


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
(DEFICIENCY IN ASSETS)

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses          $ 37,265     $  2,108       $ 13,303      $    (127)    $ 52,549
  Intercompany payables            280       29,556         73,414       (103,250)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              13,927          203          3,318           (431)      17,017
  Income taxes                     311           16          2,603              -        2,930
  Current maturities of
    long-term debt                   -           44            253              -          297
                              ________     ________       ________      _________     ________

  Total Current Liabilities     51,783       31,927         92,891       (103,808)      72,793

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties               2,000            -              -              -        2,000
  Postretirement benefits       12,300            -            350              -       12,650
  Deferred expenses, pension
    and other                   40,101          427          1,079              -       41,607
  Interest payable to
    Holdings                    22,123            -              -              -       22,123
                              ________     ________       ________      _________     ________

                                76,524          427          1,429              -       78,380

LONG-TERM DEBT, less
  current maturities           199,239        1,203          2,829              -      203,271

COMMON SHAREHOLDERS'
  INVESTMENT (DEFICIENCY
  IN ASSETS)                     6,010      (12,521)        33,068        (30,299)      (3,742)
                              ________     ________       ________      _________     ________

                              $333,556     $ 21,036       $130,217      $(134,107)    $350,702
</TABLE>




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

CURRENT ASSETS:
  Cash and cash equivalents   $      -     $     24       $  4,165      $       -     $  4,189
  Receivables                   20,100        6,006         26,664              -       52,770
  Intercompany receivables      76,916          347         24,222       (101,485)           -
  Inventories                   63,648        7,493         49,705         (6,534)     114,312
  Prepaid expenses and
    other current assets           845          311          5,030              -        6,186
                              ________     ________       ________      _________     ________

    Total Current Assets       161,509       14,181        109,786       (108,019)     177,457

OTHER ASSETS:
  Restricted funds on deposit      758            -            727              -        1,485
  Goodwill                      55,660            -            200              -       55,860
  Intangible assets - net       37,662            -              -              -       37,662
  Other assets                  10,135            -          1,800              -       11,935
  Investment in subsidiaries    13,525            -              -        (13,525)           -
                              ________     ________       ________      _________     ________

                               117,740            -          2,727        (13,525)     106,942

PROPERTY, PLANT AND
 EQUIPMENT - net                45,098        6,866         10,515              -       62,479
                              ________     ________       ________      _________     ________

                              $324,347     $ 21,047       $123,028      $(121,544)    $346,878


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
(DEFICIENCY IN ASSETS)

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses          $ 40,390     $  2,103       $ 17,009      $    (286)    $ 59,216
  Intercompany payables            117       27,915         70,855        (98,887)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties               4,584          286          2,980              -        7,850
  Income taxes                     335           29          3,079              -        3,443
  Short-term obligations             -            -            495              -          495
  Current maturities of
    long-term debt                 126           44            261              -          431
                              ________     ________       ________      _________     ________

  Total Current Liabilities     45,552       30,377         94,679        (99,173)      71,435

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties               2,000            -              -              -        2,000
  Postretirement benefits       12,381            -            370              -       12,751
  Deferred expenses,
    pension and other           41,240          335          1,008              -       42,583
  Interest payable to
    Holdings                    18,436            -              -              -       18,436
                              ________     ________       ________      _________     ________

                                74,057          335          1,378              -       75,770

LONG-TERM DEBT, less
  current maturities           204,023        1,226          2,555              -      207,804

COMMON SHAREHOLDERS'
  INVESTMENT (DEFICIENCY
  IN ASSETS)                       715      (10,891)        24,416        (22,371)      (8,131)
                              ________     ________       ________      _________     ________

                              $324,347     $ 21,047       $123,028      $(121,544)    $346,878
</TABLE>





<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                              Consolidating Condensed Statements of Cash Flows
                                       Six Months Ended June 30, 2003
                                           (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>          <C>            <C>           <C>           <C>
Net Cash Provided By
Operating Activities          $  6,691     $     26       $  2,557      $      -      $  9,274
                              ________     ________       ________      ________      ________
Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                  21            -             83             -           104
Purchases of property,
  plant and equipment             (655)          (5)          (426)            -        (1,086)
Proceeds from sale of
  property, plant and
  equipment                          3            2             10             -            15
Dividends paid to parent           117            -           (117)            -             -
                              ________     ________       ________      ________      ________
Net cash used in
  investing activities            (514)          (3)          (450)            -          (967)
                              ________     ________       ________      ________      ________
Cash Flows From Financing
Activities
Repayments of revolving
  credit facilities             (4,784)           -              -             -        (4,784)
Net decrease in other
  long-term debt and
  bank borrowings                 (126)         (22)          (230)            -          (378)
Payment of refinancing
  expenses                      (1,303)           -              -             -        (1,303)
Proceeds from issuance
  of common stock                   36            -              -             -            36
                              ________     ________       ________      ________      ________
Net cash used in
  financing activities          (6,177)         (22)          (230)            -        (6,429)
                              ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                    -            -            586             -           586
                              ________     ________       ________      ________      ________
Net increase in cash
  and cash equivalents               -            1          2,463             -         2,464
Cash and cash equivalents
  at beginning of period             -           24          4,165             -         4,189
                              ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period            $      -     $     25       $  6,628      $      -      $  6,653

</TABLE>





<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                              Consolidating Condensed Statements of Cash Flows
                                       Six Months Ended June 30, 2002
                                           (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>          <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities      $(11,409)    $    387       $  5,013      $      -      $ (6,009)
                              ________     ________       ________      ________      ________
Cash Flows From Investing
Activities
Increase in restricted
  funds on deposit                (727)           -           (309)            -        (1,036)
Proceeds from sale of
  The Principal Financial
  Group shares                   2,974            -              -             -         2,974
Purchases of property,
  plant and equipment           (1,170)      (1,231)          (497)            -        (2,898)
Proceeds from sale of
  property, plant and
  equipment                         25            -             55             -            80
Net proceeds from sale and
  leaseback transaction          6,657            -              -             -         6,657
                              ________     ________       ________      ________      ________
Net cash provided by (used
  in)investing activities        7,759       (1,231)          (751)            -         5,777
                              ________     ________       ________      ________      ________
Cash Flows From Financing
Activities
Net proceeds from (repayments
  of) revolving credit
  facilities                     5,295            -         (5,732)            -          (437)
Net increase (decrease) in
  other long-term debt
  and bank borrowings             (116)         843           (333)            -           394
Payment of refinancing
  expenses                      (1,529)           -            (98)            -        (1,627)
                              ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities       3,650          843         (6,163)            -        (1,670)
                              ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                    -            -            416             -           416
                              ________     ________       ________      ________      ________
Net decrease in cash
  and cash equivalents               -           (1)        (1,485)            -        (1,486)
Cash and cash equivalents
  at beginning of period             -           28          7,190             -         7,218
                              ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period            $      -     $     27       $  5,705      $      -      $  5,732

</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 six months ended June 30, 2003
and 2002.

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

Liquidity and Capital Resources

   Liquidity

   Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations.  These measurements at June 30, 2003 and December 31, 2002 were
as follows:
                          June 30,      December 31,
                            2003            2002
                            (Dollars in Thousands)

   Working capital        $113,889        $106,022
   Current ratio          2.6 to 1        2.5 to 1

   EBITDA for the quarters and six months ended June 30, 2003 was $8,325,000
and $15,661,000, respectively, compared with $7,337,000 and $13,422,000 for
the quarter and six months ended June 30, 2002, respectively.  EBITDA is
presented (i) because EBITDA is used by the Company to measure its liquidity;
and (ii) because the Company believes EBITDA is frequently used by securities
analysts, investors and other interested parties in the evaluation of
companies in its industry.  The EBITDA calculation is not an alternative to
operating income under generally accepted accounting principles ("GAAP") as an
indicator of operating performance or to cash flows as a measure of liquidity.
The following table reconciles Net Cash Provided by (Used in) Operating
Activities as shown in the Consolidated Condensed Statements of Cash Flows to
EBITDA:


                   Quarters Ended June 30,       Six Months Ended June 30,
                     2003           2002           2003             2002
                                   (Dollars in Thousands)
Net cash provided
 by (used in)
 operating
 activities        $  9,352       $   (397)      $  9,274         $ (6,009)
Changes in
 assets and
 liabilities         (5,774)         2,019         (3,632)           8,503
Stock compensation
 expense               (638)             -           (638)               -
Gain (loss) on sale
 of fixed assets        (15)             -            (72)               8
Interest expense      4,472          4,676          8,995            9,275
Income tax
 expense                928          1,039          1,734            1,645
                   ________       ________       ________         ________

EBITDA             $  8,325       $  7,337       $ 15,661         $ 13,422


   The Company has a Loan and Security Agreement with GMAC Business
Credit, LLC (the "Loan and Security Agreement") which, as amended, expires on
January 8, 2005 and provides the Company with a $76,000,000 senior secured
revolving credit facility.  Outstanding borrowings under the Loan and Security
Agreement bear interest equal to either the prime rate plus an applicable
margin (2% to 2.25%) or LIBOR plus an applicable margin (3.5% to 3.75%) and
are subject to a borrowing base formula based on receivables and inventory.
Borrowings at June 30, 2003 and December 31, 2002 were $49,239,000 and
$54,023,000, respectively, at a weighted average interest rate of 5.0% and
6.3%, respectively, and were classified as long-term debt.  Substantially all
of the domestic assets of the Company (excluding real property) and the
receivables and inventory of the Company's Canadian subsidiary are pledged as
collateral under the Loan and Security Agreement.  In addition, all
outstanding capital stock of the Company and its domestic subsidiaries as well
as 65% of the capital stock of the Company's foreign subsidiaries are pledged
as collateral.  At June 30, 2003, the amount available for borrowings under
the Loan and Security Agreement was $22,103,000.  This amount must be reduced
by $5,000,000 which is the minimum availability the Company must maintain at
all times.

   The Company has outstanding $150,000,000 of 9-3/4% Senior Notes due 2007
(the "Senior Notes").  Interest thereon is payable each March 15 and
September 15.  During 2000, Holdings acquired $75,635,000 of the Company's
Senior Notes.  Holdings has agreed as part of the Loan and Security Agreement
and a previous credit agreement to defer the receipt of interest on these
Senior Notes during the life of the agreements.  At June 30, 2003 and
December 31, 2002, $22,123,000 and $18,436,000, respectively, of interest was
accrued and payable to Holdings.

   Both the Loan and Security Agreement and the Senior Notes indenture
contain certain covenants which may affect the Company's liquidity and capital
resources.  The Loan and Security Agreement contains a number of financial
covenants which, among other items, require the Company (A) to maintain
certain financial ratios, including: (i) leverage ratio (as defined); and
(ii) fixed charge coverage ratio; and (B) to maintain minimum levels of EBITDA
as defined ("Adjusted EBITDA").  At June 30, 2003, the Company was in
compliance with all covenants.  Failure to meet these covenants could impact
the Company's liquidity.  The following table reconciles Net Cash Provided by
(Used in) Operating Activities as shown in the Consolidated Condensed
Statements of Cash Flows to Adjusted EBITDA as defined in the Loan and
Security Agreement:

                   Quarters Ended June 30,       Six Months Ended June 30,
                     2003           2002           2003             2002
                                   (Dollars in Thousands)
Net cash provided
 by (used in)
 operating
 activities        $  9,352       $   (397)      $  9,274         $ (6,009)
Changes in
 assets and
 liabilities         (5,774)         2,019         (3,632)           8,503
Interest income         (80)           (70)          (107)            (107)
Interest expense      4,472          4,676          8,995            9,275
Income tax
 expense                928          1,039          1,734            1,645
Management
 fee accrual
 adjustment            (584)           363           (695)             751
                   ________       ________       ________         ________

Adjusted EBITDA    $  8,314       $  7,630       $ 15,569         $ 14,058


   On April 30, 2002, Bucyrus Canada Limited, a wholly-owned subsidiary of
the Company, entered into a C$3,510,000 mortgage loan collateralized by its
land, buildings and certain building attachments.  The balance outstanding at
June 30, 2003 and December 31, 2002 was C$3,356,000 and C$3,425,000,
respectively.  The term of the mortgage loan is 15 years at an initial rate of
7.55% which is fixed for the first five years.  The mortgage loan contains a
number of financial covenants which, among other items, require Bucyrus Canada
Limited to maintain certain financial ratios on an annual basis.  At June 30,
2003, Bucyrus Canada Limited was in compliance with all applicable covenants.

   Operating Losses

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

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

   Capital Resources

   At June 30, 2003, the Company had approximately $1,395,000 of open
capital appropriations.  The Company's capital expenditures for the six months
ended June 30, 2003 were $1,086,000 compared with $2,898,000 for the six
months ended June 30, 2002.  During the second six months of 2003, the Company
expects to spend closer to 2002 levels.

Capitalization

   The long-term debt to total capitalization ratio at June 30, 2003 and
December 31, 2002 was 1.0 to 1.  Total capitalization is defined as total
common shareholders' investment (deficiency in assets) plus long-term debt
plus current maturities of long-term debt and other short-term borrowings and
obligations.

Results Of Operations

   Net Sales

   Net sales for the quarter and six months ended June 30, 2003 were
$86,953,000 and $147,835,000, respectively, compared with $75,627,000 and
$140,057,000 for the quarter and six months ended June 30, 2002, respectively.
Net sales of repair parts and services for the quarter and six months ended
June 30, 2003 were $63,513,000 and $117,150,000, respectively, which was an
increase of .5% and 2.2% from the quarter and six months ended June 30, 2002,
respectively.  Net machine sales for the quarter and six months ended June 30,
2003 were $23,440,000 and $30,685,000, respectively, which was an increase of
88.9% and 20.6% from the quarter and six months ended June 30, 2002,
respectively.  The changes in net machine sales between periods were primarily
due to fluctuations in volume.

   Cost of Products Sold

   Cost of products sold for the quarter ended June 30, 2003 was $70,548,000
or 81.1% of net sales compared with $61,685,000 or 81.6% of net sales for the
quarter ended June 30, 2002.  For the six months ended June 30, 2003, cost of
products sold was $116,872,000 or 79.1% of net sales compared with
$113,856,000 or 81.3% of net sales for the six months ended June 30, 2002.
The decrease in cost of products sold as a percentage of net sales for 2003
was primarily due to the improved mix of aftermarket sales.  Also included in
cost of products sold for the six months ended June 30, 2003 and 2002 was
$2,530,000 and $2,631,000, respectively, of additional depreciation expense as
a result of the fair value adjustment to plant and equipment in connection
with acquisitions involving the Company.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended June 30, 2003 were $11,594,000 or 13.3% of net
sales compared with $10,573,000 or 14.0% of net sales for the quarter ended
June 30, 2002.  The amounts for the six months ended June 30, 2003 and 2002
were $22,200,000 or 15.0% of net sales and $20,265,000 or 14.5% of net sales,
respectively.  Included in the amounts for the quarter and six months ended
June 30, 2003 was stock-based employee compensation expense of $638,000
related to certain outstanding stock options.

   Interest Expense

   Interest expense for the quarter and six months ended June 30, 2003 was
$4,472,000 and $8,995,000, respectively, compared with $4,676,000 and
$9,275,000 for the quarter and six months ended June 30, 2002, respectively.
Included in interest expense for the quarters and six months ended June 30,
2003 and 2002 was $3,657,000 and $7,313,000, respectively, related to the
Senior Notes.  The interest expense on the Senior Notes for the quarters and
six months ended June 30, 2003 and 2002 includes $1,844,000 and $3,687,000,
respectively, related to the Senior Notes acquired by Holdings.  Holdings has
agreed as part of the Loan and Security Agreement and a previous credit
agreement to defer the receipt of interest on these Senior Notes during the
life of the agreements.

   Income Taxes

   Income tax expense consists primarily of foreign taxes at applicable
statutory rates.

   Net Loss

   Net loss for the quarter and six months ended June 30, 2003 was $486,000
and $1,818,000, respectively, compared with a net loss of $2,259,000 and
$4,843,000 for the quarter and six months ended June 30, 2002, respectively.
Non-cash depreciation and amortization charges for the quarter and six months
ended June 30, 2003 were $3,411,000 and $6,750,000, respectively, compared
with $3,881,000 and $7,345,000 for the quarter and six months ended June 30,
2002, respectively.

   New Orders and Backlog

   New orders for the quarter and six months ended June 30, 2003 were
$92,721,000 and $158,855,000, respectively, compared with $75,629,000 and
$132,547,000 for the quarter and six months ended June 30, 2002, respectively.
New machine orders for the quarter and six months ended June 30, 2003 were
$22,852,000 and $28,995,000, respectively, compared with $24,049,000 and
$24,169,000 for the quarter and six months ended June 30, 2002, respectively.
Copper prices remain at low levels compared to the mid 1990's which has
negatively impacted demand for the Company's machines.  New repair parts and
service orders for the quarter and six months ended June 30, 2003 were
$69,869,000 and $129,860,000, respectively, compared with $51,580,000 and
$108,378,000 for the quarter and six months ended June 30, 2002, respectively.
The amounts for the quarter and six months ended June 30, 2003 include orders
received related to machine moves.

   The Company's consolidated backlog on June 30, 2003 was $256,715,000
compared with $245,695,000 at December 31, 2002 and $222,242,000 at June 30,
2002.  Machine backlog at June 30, 2003 was $32,739,000 compared with
$34,429,000 at December 31, 2002 and $31,266,000 at June 30, 2002.  Repair
parts and service backlog at June 30, 2003 was $223,976,000 compared with
$211,266,000 at December 31, 2002 and $190,976,000 at June 30, 2002.  A
portion of this backlog is related to multi-year contracts which will generate
revenue in future years.






               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
             ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
                             ABOUT MARKET RISK


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

   Interest Rates

   The Company's interest rate exposure relates primarily to debt
obligations in the United States.  The Company manages its borrowings under
the Loan and Security Agreement through the selection of LIBOR based
borrowings or prime-rate based borrowings.  The Company's Senior Notes are at
a fixed rate.  If market conditions warrant, interest rate swaps may be used
to adjust interest rate exposures, although none have been used to date.  The
Company believes that a 10% change in the Company's weighted average interest
rate at June 30, 2003 would have the effect of changing the Company's interest
expense on an annual basis by approximately $300,000.

   Foreign Currency

   Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flows.  The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to mitigate
some of its transaction and commitment exposures, and may utilize forward
contracts in certain situations.  Based on the Company's derivative and other
foreign currency sensitive instruments outstanding at June 30, 2003, 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.





               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                ITEM 4 - DISCLOSURE CONTROLS AND PROCEDURES


   Evaluation of Disclosure Controls and Procedures

   As of June 30, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and its Vice President-Finance and
Secretary, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Exchange Act Rule 15d-15(e).
Based upon that evaluation, the Company's Chief Executive Officer and its Vice
President-Finance and Secretary concluded that the Company's disclosure
controls and procedures are effective in enabling the Company to identify,
process, and report information required to be included in the Company's
periodic SEC filings within the required time period.

   Changes in Internal Controls

   There were no significant changes in the Company's internal controls or
to our knowledge, in other factors that could significantly affect our
disclosure controls and procedures subsequent to the evaluation date.





                        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," "could," "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 1.  Legal Proceedings.

           There have been no material changes to the information set forth
           under Item 3 - Legal Proceedings and Other Contingencies in the
           Company's Annual Report on Form 10-K for the year ended
           December 31, 2002.

  Item 2.  Changes in Securities and Use of Proceeds.

           Not applicable.

  Item 3.  Defaults Upon Senior Securities.

           Not applicable.

  Item 4.  Submission of Matters to a Vote of Security Holders.

           No matters were submitted to a vote of security holders during the
           quarter covered by this Report.

  Item 5.  Other Information.

           Not applicable.

  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 second quarter
                of 2003.



                                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    August 13, 2003           /s/Craig R. Mackus
                                  Craig R. Mackus
                                  Vice President-Finance and Secretary
                                  Principal Accounting Officer


Date    August 13, 2003           /s/Theodore C. Rogers
                                  Theodore C. Rogers
                                  Chief Executive Officer



                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED JUNE 30, 2003


                                         Incorporated
Exhibit                                   Herein By                Filed
Number     Description                    Reference               Herewith

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.2    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.

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

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

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

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

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

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

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

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

        (a) First amendment dated       Exhibit 10.16 (a)
        December 31, 2002 to Loan       to Registrant's
        and Security Agreement.         Annual Report on
                                        Form 10-K for
                                        the year ended
                                        December 31, 2002.

        (b) Second amendment dated      Exhibit 10.16 (b)
        January 9, 2003 to Loan         to Registrant's
        and Security Agreement.         Annual Report on
                                        Form 10-K for
                                        the year ended
                                        December 31, 2002.

        (c) Letter agreement dated      Exhibit 10.16 (c)
        December 31, 2002 amending      to Registrant's
        Loan and Security Agreement.    Annual Report on
                                        Form 10-K for
                                        the year ended
                                        December 31, 2002.

10.11   Board of Directors              Exhibit 10.17
        Resolution dated                to Registrant's
        December 16, 1998               Annual Report on
        amending the 1998               Form 10-K for
        Management Stock                the year ended
        Option Plan.                    December 31, 2002.

31.1    Certification of Chief                                       X
        Executive Officer
        pursuant to Section 302
        of the Sarbanes-Oxley
        Act.

31.2    Certification of Vice                                        X
        President-Finance and
        Secretary pursuant to
        Section 302 of the
        Sarbanes-Oxley Act.