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, 1998

                                    OR

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

          For the transition period from __________ to __________


                       Commission file number 1-871


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


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

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

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

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [ X ]   No [   ]

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

                        Yes   X                No      

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

          Class                                 Outstanding November 10, 1998

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

<PAGE>

               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX



                                                                Page No.

Part I.  FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Statements of Operations -
           Quarters and nine months ended September 30, 1998 
           and 1997                                                  4

           Consolidated Condensed Statements of Comprehensive
           Income (Loss) - Quarters and nine months ended
           September 30, 1998 and 1997                               5

           Consolidated Condensed Balance Sheets -
           September 30, 1998 and December 31, 1997                6-7

           Consolidated Condensed Statements of Cash Flows - 
           Nine months ended September 30, 1998 and 19978-9

           Notes to Consolidated Condensed Financial 
           Statements                                            10-27

         Item 2 - Management's Discussion and Analysis 
                  of Financial Condition and Results
                  of Operations                                  28-37


Part II. OTHER INFORMATION:
       
         Item 6 - Exhibits and Reports on Form 8-K                  38

         Signature Page                                             39

<PAGE>
<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                          (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                         Quarter                                  Nine Months
                          Ended     September 24-     July 1-        Ended     January 1 -
                      September 30, September 30,  September 23, September 30, September 23,
                          1998          1997           1997           1998        1997     
                                                   (Predecessor)               (Predecessor)
<S>                   <C>           <C>            <C>           <C>           <C>
Revenues:
  Net sales             $  76,149     $  10,429      $  67,703     $ 229,890    $ 211,465
  Other income                275            23            674           791        1,289
                        _________     _________      _________     _________    _________

                           76,424        10,452         68,377       230,681      212,754
                        _________     _________      _________     _________    _________
Costs and Expenses:
  Cost of products sold    60,737         7,437         55,254       190,856      171,515
  Product development,  
   selling, administrative  
   and miscellaneous 
   expense                 11,182           790          8,770        34,830       27,115
  Interest expense          4,819           355          2,350        14,023        6,306
  Nonrecurring items            -             -         10,051             -       10,051
                        _________     _________      _________     _________    _________

                           76,738         8,582         76,425       239,709      214,987                     
                        _________     _________      _________     _________    _________
Earnings (loss) before 
  income taxes               (314)        1,870         (8,048)       (9,028)      (2,233)

Income taxes                  554           601            249         1,202        2,641
                        _________     _________      _________     _________    _________

Net earnings (loss)     $    (868)    $   1,269      $  (8,297)    $ (10,230)   $  (4,874)
                                                                                         

Net earnings (loss) per  
  share of common stock:

    Basic               $    (.60)    $     .89      $    (.81)    $   (7.13)   $    (.48)
                                                                                         

    Diluted             $    (.60)    $     .89      $    (.78)    $   (7.13)   $    (.47)
                                                                                         
<FN>
                     See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
             
<TABLE>
              BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIESITEM 1 - FINANCIAL STATEMENTS
                  CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                       (Dollars In Thousands)
<CAPTION>
                         Quarter                                  Nine Months
                          Ended     September 24-     July 1-        Ended     January 1 -
                      September 30, September 30,  September 23, September 30, September 23,
                          1998          1997           1997          1998          1997     
                                                   (Predecessor)               (Predecessor)
<S>                  <C>            <C>            <C>           <C>           <C>
Net earnings (loss)     $   (868)     $   1,269      $  (8,297)    $ (10,230)   $  (4,874)
                      
Other comprehensive 
  income (loss) - 
  foreign currency 
  translation 
  adjustments, net 
  of income taxes           (618)           268         (1,202)       (5,208)      (1,439)
                        ________      _________      _________     _________    _________

Comprehensive income 
  (loss)                $ (1,486)     $   1,537      $  (9,499)    $ (15,438)   $  (6,313)
                                                                                         
<FN>
                     See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
                                
<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,
                                  1998              1997                                            1998             1997    
<S>                           <C>               <C>               <C>                           <C>              <C>
ASSETS                                                            LIABILITIES AND COMMON
CURRENT ASSETS:                                                    SHAREHOLDERS' INVESTMENT
 Cash and cash                                                    CURRENT LIABILITIES:
  equivalents                   $ 15,141          $ 15,071         Accounts payable and
 Receivables                      55,167            49,443          accrued expenses              $ 46,279         $ 51,906
 Inventories                     109,582           115,015         Liabilities to customers
 Prepaid expenses and                                               on uncompleted contracts
  other current assets             6,964             4,496          and warranties                  13,246            8,316
                                ________          ________         Income taxes                      1,341            2,070
                                                                   Short-term obligations              826              583
 Total Current Assets            186,854           184,025         Current maturities of
                                                                    long-term debt                     431              267
OTHER ASSETS:                                                                                     ________         ________ 
 Restricted funds                                                  Total Current
  on deposit                         473             1,056          Liabilities                     62,123           63,142
 Goodwill                         72,438            65,929
 Intangible assets - net          43,128            44,796        LONG-TERM LIABILITIES:        
 Other assets                      9,651            12,677         Liabilities to customers on
                                ________          ________          uncompleted contracts
                                                                    and warranties                   5,636            3,850
                                 125,690           124,458         Postretirement benefits          14,538           14,665
                                                                   Deferred expenses
PROPERTY, PLANT AND EQUIPMENT:                                      and other                       14,773           17,585
 Cost                            109,535            99,339                                        ________         ________
 Less accumulated
  depreciation                    (8,890)           (1,715)                                         34,947           36,100
                                ________          ________        LONG-TERM DEBT, less
                                                                   current maturities              198,524          174,612
                                 100,645            97,624
                                                                  COMMON SHAREHOLDERS' INVESTMENT:
                                                                   Common stock - par value
                                                                    $.01 per share, authorized
                                                                    1,600,000 shares, issued and
                                                                    outstanding 1,438,100 shares
                                                                    at September 30, 1998; authorized
                                                                    1,000 shares, issued and
                                                                    outstanding 1,000 shares
                                                                    at December 31, 1997                14                -
                                                                   Additional paid-in capital      143,796          143,030
                                                                   Accumulated deficit             (17,388)          (7,158)
                                                                   Other aggregate
                                                                    comprehensive income            (8,827)          (3,619)
                                                                                                  ________         ________

                                                                                                   117,595          132,253
                                ________          ________                                        ________         ________

                                $413,189          $406,107                                        $413,189         $406,107
                                                                                                                           
<FN>
                                  See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>

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

                         Nine Months
                            Ended      September 24-  January 1 -
                        September 30,  September 30,  September 23,
                            1998           1997           1997     
                                                      (Predecessor)

Net Cash Used In 
  Operating Activities    $ (16,335)     $  (5,772)     $  (6,600)

Cash Flows From 
  Investing Activities
Payment to cash out stock
  options and stock 
  appreciation rights             -         (6,944)             -
Decrease in restricted 
  funds on deposit              583             23              -
Purchases of property,
  plant and equipment        (9,578)           (38)        (4,331)
Proceeds from sale of 
  property, plant 
  and equipment               1,185             99          1,227
Acquisition of Bucyrus 
  International, Inc.             -       (189,622)             -
Purchase of Von's Welding,
  Inc., net of cash 
  acquired                        -              -           (841)
Purchase of surface mining
  equipment business of
  Global Technologies, Inc.       -              -        (36,720)
Receivable from Global
  Technologies,  Inc.             -              -         (5,275)
                          _________      _________      _________

Net cash used in investing
  activities                 (7,810)      (196,482)       (45,940)
                          _________      _________      _________

Cash Flows From Financing
  Activities
Proceeds from issuance 
  of project financing
  obligations                     -              -          5,672
Net increase in long-term
  debt and other bank
  borrowings                 24,319        112,687          2,206
Payment of acquisition and
  refinancing expenses            -         (9,678)        (1,476)
Payment of bridge loan fees       -              -         (3,361)
(Payment of) proceeds from
  bridge loan                     -        (45,000)        45,000
Proceeds from issuance of
  common stock                  780              -              -
Capital contribution              -        143,030              -
                          _________      _________      _________

Net cash provided by 
  financing activities       25,099        201,039         48,041
                          _________      _________      _________

Effect of exchange rate 
  changes on cash              (884)           (77)           417
                          _________      _________      _________

Net increase (decrease) in  
  cash and cash equivalents      70         (1,292)        (4,082)
Cash and cash equivalents 
  at beginning of period     15,071         11,681         15,763
                          _________      _________      _________
Cash and cash equivalents 
  at end of period        $  15,141      $  10,389      $  11,681
                                                              

Supplemental Disclosures of
  Cash Flow Information      

Cash paid during the 
  period for:           
    Interest              $  16,966      $   2,023      $   3,881           
    Income taxes - net
      of refunds              1,158              -          1,218



Supplemental Schedule of Noncash Investing and Financing Activities

On August 26, 1997, the Company purchased certain assets and liabilities of
the surface mining equipment business of Global Industrial Technologies, Inc.
("Global" see Note 3).  In conjunction with the acquisition, liabilities were
assumed as follows:

                                                     1997   

    Fair value of assets acquired                 $   52,406
    Cash paid - net of receivable from Global        (36,720)     
                                                       

    Liabilities assumed                           $   15,686
                                                       

                See notes to consolidated condensed financial statements.

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

1. In the opinion of Bucyrus International, Inc. (the "Company"), the 
   consolidated condensed financial statements contain all adjustments
   (consisting of normal recurring accruals and other adjustments as stated
   below) necessary to present fairly the financial results for the interim
   periods.  Certain items are included in these statements based on
   estimates for the entire year.  

2. Certain notes and other information have been condensed or omitted from
   these interim consolidated condensed financial statements.  Therefore,
   these statements should be read in conjunction with the Company's 1997
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 30, 1998.

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

   The consolidated condensed financial statements as of September 30, 1998
   and December 31, 1997 and for the quarter and nine months ended
   September 30, 1998 were prepared under a basis of accounting that
   reflects the fair value of the assets acquired and liabilities assumed,
   and the related expenses and all debt incurred in connection with the
   acquisition of the Company by AIPAC.  The Predecessor consolidated
   condensed financial statements for the period January 1, 1997 to
   September 23, 1997 were prepared using the Company's previous basis of
   accounting which was based on the principles of fresh start reporting
   adopted in 1994 upon emergence from bankruptcy.  Accordingly, the
   consolidated condensed financial statements for periods subsequent to the
   date of the consummation of the AIP Tender Offer are not comparable to
   the consolidated condensed financial statements of the Predecessor.

   On August 26, 1997, the Company consummated the acquisition (the "Marion
   Acquisition") of certain assets and liabilities of The Marion Power
   Shovel Company, a subsidiary of Global Industrial Technologies, Inc.
   ("Global"), and of certain subsidiaries and divisions of Global that
   represented Global's surface mining equipment business in Australia,
   Canada and South Africa (collectively referred to herein as "Marion"). 
   The Company financed the Marion Acquisition and related expenses by
   utilizing on August 26, 1997 an unsecured bridge loan (the "Bridge Loan")
   provided by a former affiliate of the Company, in the amount of
   $45,000,000.  The Bridge Loan was repaid in full on September 24, 1997. 
   The acquisition of Marion by the Company was accounted for as a purchase
   and, accordingly, the assets acquired and liabilities assumed by the
   Company were recorded at their estimated fair values.

<PAGE>
   During the nine months ended September 30, 1998, the Company finalized
   the allocations of the purchase prices relating to the acquisition of the
   Company by AIPAC and the Marion Acquisition.  The adjustments primarily
   related to warranty, severance and litigation accruals and resulted in a
   net increase to goodwill of $8,488,000.

4. Inventories consist of the following:

                                     September 30,  December 31,            
                                         1998           1997    
                                          (Dollars in Thousands)

   Raw materials and parts             $  16,452      $  14,896    
   Costs relating to uncompleted
     contracts                             7,312          4,861
   Customers' advances offset against
     costs incurred on uncompleted
     contracts                            (6,493)        (2,976)
   Work in process                        23,102         21,238
   Finished products (primarily
     replacement parts)                   69,209         76,996
                                                               

                                       $ 109,582      $ 115,015
                                                               

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

5. On March 17, 1998, the Company's Board of Directors authorized a stock
   split which increased the number of authorized shares of common stock of
   the Company to 1,600,000 shares.  Simultaneous with this authorization,
   AIPAC cancelled 9.976% of its interest in its 1,000 shares of common
   stock of the Company and received 1,430,300 shares for its remaining
   interest.  Also on this date, certain members of management of the
   Company purchased 7,800 shares of common stock of the Company which
   increased the number of issued and outstanding common shares to
   1,438,100.  

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

<PAGE>
<TABLE>
<CAPTION>
                             Quarter                                  Nine Months
                              Ended     September 24-    July 1 -       Ended      January 1 -
                          September 30, September 30,  September 23, September 30, September 23,
                              1998          1997           1997          1998         1997      
                                                   (Predecessor)               (Predecessor)
<S>                       <C>           <C>            <C>           <C>           <C>
Basic

  Net earnings (loss)      $     (868)   $    1,269     $   (8,297)   $  (10,230)   $   (4,874)
                                                                                         
                      
  Weighted average
   shares outstanding       1,438,100     1,430,300     10,267,907     1,435,957    10,259,260
                                                                                         

  Net earnings (loss)
   per share               $     (.60)   $      .89     $     (.81)   $    (7.13)   $     (.48)
                                                                                         

Diluted               

  Net earnings (loss)      $     (868)   $    1,269     $   (8,297)   $  (10,230)   $  ( 4,874)
                                                                                         

  Weighted average shares
   outstanding - basic      1,438,100     1,430,300     10,267,907     1,435,957    10,259,260

  Effect of dilutive
   securities - stock
   options, stock
   appreciation rights                 
   and resticted stock              -             -        355,087             -       174,840
                           __________    __________     __________    __________    __________
  
  Weighted average shares
   outstanding - diluted    1,438,100     1,430,300     10,622,994     1,435,957    10,434,100
                                                                                         

  Net earnings (loss)
   per share               $     (.60)   $      .89     $     (.78)   $    (7.13)   $     (.47)
</TABLE>                                                                  

<PAGE>
   
7. In June, 1998, the Financial Accounting Standards Board issued Statement
   of Financial Accounting Standards No. 133, "Accounting for Derivative
   Instruments and Hedging Activities" ("SFAS 133").  SFAS 133 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.  SFAS 133 requires 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.

   SFAS 133 is effective for fiscal years beginning after June 15, 1999. 
   The Company may also implement SFAS 133 as of the beginning of any fiscal
   quarter after issuance (that is, fiscal quarters beginning June 16, 1998
   and thereafter).  SFAS 133 cannot be applied retroactively.  SFAS 133
   must be applied to (a) derivative instruments and (b) certain derivative
   instruments embedded in hybrid contracts that were issued, acquired, or
   substantively modified after December 31, 1997 (and, at the Company's
   election, before January 1, 1998).

   Based on the Company's current transactions involving derivative
   instruments and hedging, management believes adoption of SFAS 133 will
   not have a material effect on the Company's financial position or results
   of operations.

   The Company will also be required to adopt Statement of Position
   No. 98-1, "Accounting for the Costs of Computer Software Developed or
   Obtained for Internal Use" ("SOP 98-1") no later than January 1, 1999. 
   The Company is currently reviewing its accounting for costs of computer
   software developed or obtained for internal use for compliance with the
   guidelines established in the SOP.

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

<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                  Quarter Ended September 30, 1998
                                       (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                           <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $ 50,015     $ 11,114       $ 28,688      $(13,668)     $ 76,149
  Other income                   1,052            -            273        (1,050)          275


                                51,067       11,114         28,961       (14,718)       76,424
                                                                                          

Costs and Expenses:
  Cost of products sold         40,105        9,904         24,446       (13,718)       60,737
  Product development,
    selling, administrative
    and miscellaneous 
    expenses                     7,430          517          3,235             -        11,182
  Interest expense               4,734          225            910        (1,050)        4,819
                                                                                          

                               52,269       10,646         28,591       (14,768)       76,738
                                                                                          

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (1,202)         468            370            50          (314)
Income taxes (benefit)            (96)         187            463             -           554
                                                                                          

Earnings (loss) before
  equity in net earnings
  of consolidated 
  subsidiaries                 (1,106)         281            (93)           50          (868)

Equity in net earnings
  of consolidated
  subsidiaries                    188            -              -          (188)            -
                                                                                          
                                     
Net earnings (loss)          $   (918)    $    281       $    (93)     $   (138)     $   (868)
</TABLE>                                                                      
<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                      For the Period September 24, 1997 to September 30, 1997
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $  6,615     $    782       $  4,286      $ (1,254)     $ 10,429
  Other income                     62            -             14           (53)           23
                                                                                          

                                6,677          782          4,300        (1,307)       10,452
                                                                                          

Costs and Expenses:
  Cost of products sold         4,774          632          3,226        (1,195)        7,437
  Product development,
    selling, administrative
    and miscellaneous
    expenses                      496           34            260             -           790
  Interest expense                340            8             60           (53)          355
                                                                                          

                                5,610          674          3,546        (1,248)        8,582
                                                                                          

Earnings before income
  taxes and equity in
  net earnings of
  consolidated subsidiaries     1,067          108            754           (59)        1,870
Income taxes                      373           42            186             -           601
                                                                                          

Earnings before equity
  in net earnings of 
  consolidated subsidiaries       694           66            568           (59)        1,269

Equity in net earnings of
  consolidated subsidiaries       634            -              -          (634)            -
                                                                                          

Net earnings                 $  1,328     $     66       $    568      $   (693)     $  1,269
</TABLE>                                                                     
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                  For the Period July 1, 1997 to September 23, 1997 - Predecessor
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 39,372     $  7,245       $ 28,846      $ (7,760)     $ 67,703     
  Other income                    774            -            106          (206)          674
                                                                                          

                               40,146        7,245         28,952        (7,966)       68,377
                                                                                          

Costs and Expenses:
  Cost of products sold        33,591        6,236         23,009        (7,582)       55,254
  Product development,
    selling, administrative
    and miscellaneous
    expenses                    4,865          559          2,315         1,031         8,770
  Interest expense              2,043           89            424          (206)        2,350
  Nonrecurring items           10,051            -              -             -        10,051  
                                                                                          

                               50,550        6,884         25,748        (6,757)       76,425
                                                                                          

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (10,404)         361          3,204        (1,209)       (8,048)
Income taxes (benefit)           (775)         141            883             -           249
                                                                                          

Earnings (loss) before
  equity in net earnings of 
  consolidated subsidiaries    (9,629)         220          2,321        (1,209)       (8,297)

Equity in net earnings of
  consolidated subsidiaries     2,541            -              -        (2,541)            -
                                                                                          

Net earnings (loss)          $ (7,088)    $    220       $  2,321      $ (3,750)     $ (8,297)
</TABLE>                                                                      
<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                Nine Months Ended September 30, 1998
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
Revenues:                                                         
  Net sales                  $143,886     $ 27,289       $ 98,222      $(39,507)     $229,890
  Other income                  2,581            1            687        (2,478)          791
                                                                                          

                              146,467       27,290         98,909       (41,985)      230,681
                                                                                          

Costs and Expenses:
  Cost of products sold       121,880       24,290         83,693       (39,007)      190,856
  Product development,
    selling, administrative
    and miscellaneous
    expenses                   21,545        1,878         11,407             -        34,830
  Interest expense             13,745          474          2,282        (2,478)       14,023
                                                                                          

                              157,170       26,642         97,382       (41,485)      239,709
                                                                                          

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (10,703)         648          1,527          (500)       (9,028)
Income taxes                      102          259            841             -         1,202
                                                                                          

Earnings (loss) before
  equity in net earnings of 
  consolidated subsidiaries   (10,805)         389            686          (500)      (10,230)

Equity in net earnings of
  consolidated subsidiaries     1,075            -              -        (1,075)            -
                                                                                          

Net earnings (loss)          $ (9,730)    $    389       $    686      $ (1,575)     $(10,230)
</TABLE>                                                                       

<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                 For the Period January 1, 1997 to September 23, 1997 - Predecessor
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $126,962     $ 23,836       $ 84,658      $(23,991)     $211,465
  Other income                  1,696            1            274          (682)        1,289
                                                                                          

                              128,658       23,837         84,932       (24,673)      212,754
                                                                                          

Costs and Expenses:
  Cost of products sold       107,735       20,240         67,278       (23,738)      171,515
  Product development,
    selling, administrative
    and miscellaneous
    expenses                   15,167        1,871          9,024         1,053        27,115
  Interest expense              5,818          248            922          (682)        6,306
  Nonrecurring items           10,051            -              -             -        10,051 
                                                                                          

                              138,771       22,359         77,224       (23,367)      214,987
                                                                                          

Earnings (loss) before income
  taxes and equity 
  in net earnings of
  consolidated subsidiaries   (10,113)       1,478          7,708        (1,306)       (2,233)
Income taxes (benefit)           (412)         576          2,477             -         2,641
                                                                                          

Earnings (loss) before
  equity in net earnings of 
  consolidated subsidiaries    (9,701)         902          5,231        (1,306)       (4,874)

Equity in net earnings of
  consolidated subsidiaries     6,133            -              -        (6,133)            -
                                                                                          

Net earnings (loss)          $ (3,568)    $    902       $  5,231      $ (7,439)     $ (4,874)
</TABLE>                                                                     
<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         September 30, 1998
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents  $      -     $     30       $ 15,111      $      -      $ 15,141
  Receivables                  28,508        7,765         18,894             -        55,167
  Intercompany receivables     60,174        1,484            671       (62,329)            -
  Inventories                  70,212        2,603         37,091          (324)      109,582
  Prepaid expenses and
    other current assets          602          449          5,913             -         6,964
                                                                                          

  Total Current Assets        159,496       12,331         77,680       (62,653)      186,854

OTHER ASSETS:
  Restricted funds on deposit       -            -            473             -           473
  Goodwill                     72,438            -              -             -        72,438
  Intangible assets - net      42,972          156              -             -        43,128
  Other assets                  9,538            -            113             -         9,651
  Investment in subsidiaries   25,703            -              -       (25,703)            -
                                                                                          

                              150,651          156            586       (25,703)      125,690

PROPERTY, PLANT AND
 EQUIPMENT - net               83,239        6,549         10,857             -       100,645
                                                                                          

                             $393,386     $ 19,036       $ 89,123      $(88,356)     $413,189
</TABLE>                                                                     

<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                         Consolidating Condensed Balance Sheets (Continued)
                                         September 30, 1998
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 32,279     $  2,151       $ 12,082      $   (233)     $ 46,279
  Intercompany payables             -       14,976         44,939       (59,915)            -
  Liabilities to customers
    on uncompleted contracts
    and warranties             11,338          450          1,458             -        13,246
  Income taxes                    406            5            930             -         1,341
  Short-term obligations          541            -            285             -           826
  Current maturities of 
    long-term debt                164            -            267             -           431
                                                                                          

  Total Current Liabilities    44,728       17,582         59,961       (60,148)       62,123

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              5,061            -            575             -         5,636
  Postretirement benefits      13,986            -            552             -        14,538
  Deferred expenses and other  12,968          340          1,465             -        14,773
                                                                                          

                               32,015          340          2,592             -        34,947

LONG-TERM DEBT, less
  current maturities          196,543            -          1,981             -       198,524

COMMON SHAREHOLDERS'
  INVESTMENT                  120,100        1,114         24,589       (28,208)      117,595
                                                                                          

                             $393,386     $ 19,036       $ 89,123      $(88,356)     $413,189
</TABLE>                                                                    
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 1997
                                       (Dollars in Thousands)

                              Parent      Guarantor       Other                    Consolidated
                             Company     Subsidiaries  Subsidiaries  Eliminations     Total    
<S>                          <C>         <C>           <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents  $      -     $    103       $ 14,968      $      -      $ 15,071
  Receivables                  27,583        3,695         18,856          (691)       49,443
  Intercompany receivables     53,751        1,763            847       (56,361)            -
  Inventories                  67,958        1,890         46,888        (1,721)      115,015
  Prepaid expenses and
    other current assets          978          354          3,164             -         4,496
                                                                                          

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

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

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

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

                             $388,181     $ 11,627       $ 99,165      $(92,866)     $406,107
</TABLE>                                                                    

<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                         Consolidating Condensed Balance Sheets (Continued)
                                         December 31, 1997
                                       (Dollars in Thousands)

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

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

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

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

                               33,189          412          2,499             -        36,100

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

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

                             $388,181     $ 11,627       $ 99,165      $(92,866)     $406,107
</TABLE>                                                                  
<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                Nine Months Ended September 30, 1998
                                       (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     $(19,675)    $  2,670       $    670      $      -      $(16,335)
                                                                                          

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                   -           -            583             -           583
Purchases of property,
  plant and equipment          (5,728)      (2,743)        (1,107)            -        (9,578)
Proceeds from sale of
  property, plant and
  equipment                         -            -          1,185             -         1,185
                                                                                          
Net cash provided by
  (used in) investing
  activities                   (5,728)      (2,743)           661             -        (7,810)
                                                                                          

Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings              24,623            -           (304)            -        24,319
Proceeds from issuance
  of common stock                 780            -              -             -           780
                                                                                          
Net cash provided by (used in)
  financing activities         25,403            -           (304)            -        25,099
                                                                                          
Effect of exchange rate              
  changes on cash                   -            -           (884)            -          (884)
                                                                                          
Net (decrease) increase
  in cash and cash
  equivalents                       -          (73)           143             -            70
Cash and cash equivalents
  at beginning of period            -          103         14,968             -        15,071
                                                                                          
Cash and cash equivalents 
  at end of period           $      -     $     30       $ 15,111      $      -      $ 15,141
</TABLE>                                                                  

<PAGE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                      For the Period September 24, 1997 to September 30, 1997
                                       (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     $ (7,605)    $    446       $  1,387      $      -      $ (5,772)
                                                                                          

Cash Flows From Investing
Activities
Payment to cash out stock
  options and stock       
  appreciation rights          (6,944)           -              -             -        (6,944)
Decrease in restricted
  funds on deposit                  -            -             23             -            23
Purchases of property,
  plant and equipment              (6)         (17)           (15)            -           (38)
Proceeds from sale of
  property, plant and
  equipment                       115            -            (16)            -            99
Acquisition of Bucyrus 
  International, Inc.        (189,622)           -              -             -      (189,622)
                             ________     ________       ________      ________      ________
Net cash used in
  investing activities       (196,457)         (17)            (8)            -      (196,482)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings             113,518         (427)          (404)            -       112,687
Payment of acquisition
  and refinancing expenses     (9,678)           -              -             -        (9,678)
Payment of bridge loan        (27,024)           -        (17,976)            -       (45,000)
Capital contribution from
  American Industrial 
  Partners                    143,030)           -              -             -       143,030
Change in intercompany
  accounts                    (17,976)           -         17,976             -             -
                             ________     ________       ________      ________      ________
Net cash provided by (used in)
  financing activities        201,870         (427)          (404)            -       201,039
                             ________     ________       ________      ________      ________

Effect of exchange rate
  changes on cash                   -            -            (77)            -           (77)
                             ________     ________       ________      ________      ________
Net (decrease) increase 
  in cash and cash
  equivalents                  (2,192)           2            898             -        (1,292)
Cash and cash equivalents
  at beginning of period        2,192          619          8,870             -        11,681
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $    621       $  9,768      $      -      $ 10,389
                                                                                          
</TABLE>

<PAGE>
                            
<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                 For the Period January 1, 1997 to September 23, 1997 - Predecessor
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total    
<S>                          <C>        <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities     $ (9,085)    $    804       $  1,681      $      -      $ (6,600)
                             ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Purchases of property,
  plant and equipment            (985)         (114)       (3,202)            -        (4,331)
Proceeds from sale of
  property, plant and
  equipment                         5            -          1,222             -         1,227 
Purchase of Von's Welding,
  Inc., net of cash
  acquired                       (841)           -              -             -          (841)
Purchase of surface mining
  equipment business
  of Global                   (15,827)           -        (20,893)            -       (36,720)  
Receivable from Global         (6,346)           -          1,071             -        (5,275)
Change in intercompany
  accounts                     (1,846)           -          1,846             -             -
Dividends paid to parent          150            -           (150)            -             -
                             ________     ________       ________      ________      ________
Net cash used in investing
   activities                 (25,690)        (144)       (20,106)            -       (45,940)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from issuance  
  of project financing   
  obligations                   5,672            -              -             -         5,672
Net increase in long-term
  debt and other
  bank borrowings                  36         (190)         2,360             -         2,206
Payment of acquisition
  and refinancing expenses     (1,476)           -              -             -        (1,476)
Payment of bridge loan fees    (3,361)           -              -             -        (3,361)
Proceeds from bridge loan      27,024            -         17,976             -        45,000
                             ________     ________       ________      ________      ________

Net cash provided by (used in)
  financing activities          27,895        (190)        20,336             -        48,041
                              ________    ________       ________      ________      ________

Effect of exchange rate
  changes on cash                    -           -            417             -           417
                              ________    ________       ________      ________      ________
Net (decrease) increase
  in cash and cash
  equivalents                   (6,880)        470          2,328             -        (4,082)
Cash and cash equivalents
  at beginning of period         9,072         149          6,542             -        15,763
                              ________    ________       ________      ________      ________
Cash and cash equivalents
  at end of period            $  2,192    $    619       $  8,870      $      -      $ 11,681
                              ________    ________       ________      ________      ________
</TABLE>
<PAGE>

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


     The following information is provided to assist in the understanding of
Bucyrus International, Inc.'s (the "Company") operations for the quarters and
nine months ended September 30, 1998 and 1997.  

     This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, each as amended.  Discussions containing such forward-
looking statements may be found in this section, as well as elsewhere within
this Report.  Forward-looking statements include statements regarding the
intent, belief or current expectations of the Company, primarily with respect
to the future operating performance of the Company or related industry
developments.  When used in this Report, terms such as "anticipate,"
"believe," "estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements.  Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ from those described in the forward-looking statements as a
result of various factors, many of which are beyond the control of the
Company.  Forward-looking statements are based upon management's expectations
at the time they are made.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct. 
Important factors that could cause actual results to differ materially from
such expectations ("Cautionary Statements") are disclosed in this Report, in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
under the caption "Item 1. Business," and in the Prospectus contained in the
Registration Statement on Form S-4 filed by the Registrant on November 12,
1997 (Registration No. 333-39359) under the captions "Risk Factors --
Substantial Leverage; Restrictive Loan Covenants," "-- Realization of Benefits
of the Marion Acquisition; Integration of Marion," "-- Cyclical Nature of
Industry; Potential Fluctuations in Operating Results," "-- Foreign
Operations," "-- Competition," "-- Principal Shareholder," "-- Environmental
and Related Matters," and "-- Labor Relations".  All subsequent written or
oral forward-looking statements attributable to the Company or persons acting
on behalf of the Company are expressly qualified in their entirety by the
Cautionary Statements.

     In connection with the acquisition of the Company by AIPAC and the
Marion Acquisition, the assets and liabilities of the acquired companies have
been adjusted to their estimated fair values.  Also, upon emergence from
bankruptcy in 1994, total assets were recorded at their assumed reorganization
value, with the reorganization value allocated to identifiable tangible and
intangible assets on the basis of their estimated fair value, and liabilities
were adjusted to the present values of amounts to be paid where appropriate. 
The consolidated financial statements include the related amortization charges
associated with the fair value adjustments.

Liquidity and Capital Resources

     Liquidity

     Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations.  These measurements at September 30, 1998 and December 31, 1997
were as follows:           

                                     September 30,  December 31,
                                         1998           1997    
                                         (Dollars in Thousands)

Working capital                        $ 124,731      $120,883
Current ratio                           3.0 to 1      2.9 to 1

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

<PAGE>
<TABLE>
<CAPTION>
                         Quarter                                  Nine Months
                          Ended     September 24-     July 1-       Ended       January 1 -
                      September 30, September 30,  September 23, September 30, September 23,
                          1998          1997           1997          1998          1997     
                                                   (Predecessor)               (Predecessor)
                                                  (Dollars in Thousands)
<S>                   <C>           <C>            <C>           <C>           <C>
Earnings (loss)       
 before income
 taxes                   $  (314)     $  1,870       $ (8,048)     $ (9,028)     $ (2,233)
Non-cash expenses:
 Nonrecurring items (1)        -             -         10,051             -        10,051
 Depreciation              2,532           186            946         7,631         3,125
 Amortization              1,589           101            236         4,318           770
 Non-cash stock 
  compensation                 -             -            257             -           677
 (Gain) loss on sale
  of fixed assets              6            22           (271)          (29)         (275)
 Inventory fair
  value adjustment
  charged to cost
  of products
  sold                         -           300            283         6,925           283
Interest expense           4,819           355          2,350        14,023         6,306
                                                                                        

Adjusted EBITDA         $  8,632      $  2,834       $  5,804      $ 23,840      $ 18,704
                                                                                        
<FN>
     (1) Nonrecurring items consist of $6,690,000 of expense to cash out the outstanding stock options and
stock appreciation rights in connection with the acquisition of the Company by AIPAC and $3,361,000 of loan
fees incurred in connection with the Bridge Loan that was utilized to purchase Marion.  The loan fees were
expensed when the Bridge Loan was repaid.
</TABLE>

<PAGE>
     The Company entered into a three-year credit agreement with Bank One,
Wisconsin on September 24, 1997 which provides the Company with a $75,000,000
senior secured revolving credit facility (the "Revolving Credit Facility")
with a $25,000,000 sublimit for standby letters of credit.  Borrowings under
the Revolving Credit Facility bear interest at variable rates and are subject
to a borrowing base formula based on receivables, inventory and machinery and
equipment.  Direct borrowings under the Revolving Credit Facility at
September 30, 1998 were $45,700,000 at a weighted average interest rate of
8.4%.  The issuance of standby letters of credit reduces the amount available
for direct borrowings under the Revolving Credit Facility.  At September 30,
1998, there were $2,830,000 of standby letters of credit outstanding under the
Revolving Credit Facility.  The Revolving Credit Facility is secured by
substantially all of the assets of the Company, other than real property and
35% of the stock of its foreign subsidiaries, and is guaranteed by the
Guarantor Subsidiaries who have also pledged substantially all of their assets
as security.  The amount available for direct borrowings under the Revolving
Credit Facility at September 30, 1998 was $19,158,000.

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

     The Company believes that current levels of cash and liquidity, together
with funds generated by operations and funds available from the Revolving
Credit Facility, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future. 
The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control.  Accordingly, there can be no
assurance that the Company's financial resources will be sufficient for the
Company to satisfy its debt service obligations and fund operating activities
under all circumstances.

     Capital Resources

     At September 30, 1998, the Company had approximately $5,389,000 of open
capital appropriations.  In 1996, a machine shop modernization program began
at the Company's South Milwaukee, Wisconsin manufacturing facility that
involves a $20,000,000 investment in the latest technology in the machine tool
industry.  The program is aimed at reduced lead times, quicker turnaround,
reduced in-process inventory and overall cost reduction.  The Company has
spent approximately $7,000,000 to date on this program with the remaining
amount to be spent in the next several years.

Capitalization

     The long-term debt to equity ratio at September 30, 1998 and
December 31, 1997 was 1.7 to 1 and 1.3 to 1, respectively.  The long-term debt
to total capitalization ratio at September 30, 1998 and December 31, 1997 was
 .6 to 1.  Total capitalization is defined as total common shareholders'
investment plus long-term debt plus current maturities of long-term debt and
short-term obligations.

Results Of Operations

     Net Sales

     Net sales for the quarter and nine months ended September 30, 1998 were
$76,149,000 and $229,890,000, respectively, compared with $78,132,000 and
$221,894,000 for the quarter and nine months ended September 30, 1997,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 1998 were $50,981,000 and $160,319,000,
respectively, which is a decrease of $3,638,000 or 6.7% and an increase of
$17,086,000 or 11.9% from the quarter and nine months ended September 30,
1997, respectively.  The decrease for the quarter ended September 30, 1998 was
primarily at foreign locations.  The increase for the nine months ended
September 30, 1998 was primarily due to the acquisition of Marion.  Net
machine sales for the quarter and nine months ended September 30, 1998 were
$25,168,000 and $69,571,000, respectively, which is an  increase of 7.0% and a
decrease of 11.6% from the quarter and nine months ended September 30, 1997,
respectively.  The increase for the quarter ended September 30, 1998 was
primarily in dragline volume.  The decrease for the nine months ended
September 30, 1998 was in both electric mining shovel and blast hole drill
volume, partially offset by increased dragline volume.  As a result of a
decline in copper and coal prices in 1997 from historically high levels, the
demand for machines from these market segments has been low.  In addition,
economic and political problems in Asia have negatively impacted demand for
the Company's machines and parts.

     Cost of Products Sold

     Cost of products sold for the quarter ended September 30, 1998 was
$60,737,000 or 79.8% of net sales compared with $62,691,000 or 80.2% of net
sales for the quarter ended September 30, 1997.  For the nine months ended
September 30, 1998, cost of products sold was $190,856,000 or 83.0% of net
sales compared with $178,952,000 or 80.6% of net sales for the nine months
ended September 30, 1997. Included in cost of products sold for the nine
months ended September 30, 1998 were charges of $6,925,000 recorded in the
first quarter of 1998 as a result of the fair value adjustment to inventory
being charged to cost of products sold as the inventory was sold.  The fair
value adjustment was made as a result of the acquisition of the Company by
AIPAC.  Excluding the effects of the inventory fair value adjustment, cost of
products sold for the nine months ended September 30, 1998 as a percentage of
net sales was 80.0%.  Also included in cost of products sold for 1998 was
$3,246,000 of additional depreciation expense as a result of the fair value
adjustment to plant and equipment in connection with the acquisition of the
Company by AIPAC.

     Product Development, Selling, Administrative and Miscellaneous Expenses

     Product development, selling, administrative and miscellaneous expenses
for the quarter ended September 30, 1998 were $11,182,000 or 14.7% of net
sales compared with $9,560,000 or 12.2% of net sales for the quarter ended
September 30, 1997.  The amounts for the nine months ended September 30, 1998
and 1997 were $34,830,000 or 15.2% of net sales and $27,905,000 or 12.6% of
net sales, respectively.  The dollar increases for the quarter and nine months
ended September 30, 1998 were primarily due to increased expenses to support
the Marion business acquired, and increased non-cash amortizations of
goodwill, intangible assets and financing fees that were recorded in
connection with the acquisition of the Company by AIPAC.

     Interest Expense

     Interest expense for the quarter and nine months ended September 30,
1998 was $4,819,000 and $14,023,000, respectively, compared with $2,705,000
and $6,661,000 for the quarter and nine months ended September 30, 1997,
respectively.  Included in interest expense for the quarter and nine months
ended September 30, 1998 was $3,657,000 and $10,888,000, respectively, related
to the Senior Notes.

     Nonrecurring Items

     Nonrecurring items in 1997 consist of $6,690,000 of expense incurred to
cash out the outstanding options to purchase shares of the Company's common
stock and outstanding stock appreciation rights in connection with the
acquisition of the Company by AIP, and $3,361,000 of loan fees incurred in
connection with the Bridge Loan that was utilized to purchase Marion.  The
Bridge Loan was subsequently refinanced on September 24, 1997.

     Income Taxes

     For the quarter and nine months ended September 30, 1998 and for the
periods ended September 23, 1997, 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.

     For the period September 24, 1997 to September 30, 1997, income tax
expense consists primarily of a non-cash income tax provision of $410,000 on
United States taxable income at applicable statutory rates and foreign taxes
at applicable statutory rates.  The United States tax provision relates to tax
benefits realized from reductions in the valuation allowance established as of
September 24, 1997 (the date the Company was acquired by AIP). As a result, a
corresponding $410,000 reduction of goodwill was recorded.

     Net Earnings (Loss)

     Net loss for the quarter and nine months ended September 30, 1998 was
$868,000 and $10,230,000, respectively, compared with a net loss of $7,028,000
and $3,605,000 for the quarter and nine months ended September 30, 1997,
respectively.  Included in net loss for the quarter and nine months ended
September 30, 1997 was $10,051,000 of nonrecurring items.  Included in net
loss for the nine months ended September 30, 1998 was $6,267,000 (net of tax)
of the inventory fair value adjustment which was charged to cost of products
sold.  Non-cash depreciation and amortization charges for the quarter and nine
months ended September 30, 1998 were $4,121,000 and $11,949,000, respectively,
compared with $1,469,000 and $4,182,000, respectively, for the quarter and
nine months ended September 30, 1997.

     Backlog and New Orders

     The Company's consolidated backlog at September 30, 1998 was
$178,238,000 compared with $216,021,000 at December 31, 1997 and $222,023,000
at September 30, 1997.  Machine backlog at September 30, 1998 was $59,055,000,
which is a decrease of 39.2% from December 31, 1997 and a decrease of 39.1%
from September 30, 1997.  The decreases from September 30, 1997 and
December 31, 1997 have been in all three of the Company's machine product
lines.  During the second quarter of 1997, the Company executed a contract
with an Australian mining company for the sale of a Model 2570WS dragline
which is scheduled for completion by December 31, 1999.  Included in backlog
at September 30, 1998, December 31, 1997 and September 30, 1997 was
$40,923,000, $51,644,000 and $55,399,000, respectively, related to this
machine.  Repair parts and service backlog at September 30, 1998 was
$119,183,000, which is an increase of .3% from December 31, 1997 and a
decrease of 4.7% from September 30, 1997.  

     New orders for the quarter and nine months ended September 30, 1998 were
$56,946,000 and $192,107,000, respectively, which is a decrease of 32.5% and
32.6% from the quarter and nine months ended September 30, 1997, respectively. 
New machine orders for the quarter and nine months ended September 30, 1998
were $4,586,000 and $31,471,000, respectively, which is a decrease of 72.6%
and 75.1% from the quarter and nine months ended September 30, 1997,
respectively.  Included in new machine orders for and nine months ended
September 30, 1997 was approximately $57,000,000 for the aforementioned 2570WS
dragline.  New machine orders for electric mining shovels and blast hole
drills in 1998 have decreased.  As a result of a decline in copper and coal
prices in 1997 from historically high levels, the demand for machines from
these market segments has been low.  In addition, economic and political
problems in Asia have negatively impacted demand for the Company's machines. 
New repair parts and service orders for the quarter and nine months ended
September 30, 1998 were $52,360,000 and $160,636,000, respectively, which is a
decrease of 22.6% and an increase of 1.3% from the quarter and nine months
ended September 30, 1997, respectively.  These orders for the quarter and nine
months ended September 30, 1997 reflect the acquisition of the Marion backlog.

Year 2000 Issues

     Many computer software applications, hardware and equipment and
embedded chip systems identify dates using only the last two digits of the
year.  These products may be unable to distinguish between dates in the
Year 2000 and dates in the year 1900.  That inability (referred to as
the "Year 2000 Issue"), if not addressed, could cause applications,
equipment or systems to fail or provide incorrect information after
December 31, 1999, or when using dates after December 31, 1999.  The
Company uses a number of computer software programs, operating systems,
and types of equipment with computer chips in its internal operations,
including applications used in its financial business systems, order
entry and manufacturing systems, manufacturing processes, and
administrative functions.  To the extent that these contain source code
or computer chips that are unable to interpret appropriately the
upcoming calendar year 2000, distinguishing it from the year 1900, some
level of modification or possible replacement will be necessary.

     State of Readiness

     The Company has assessed and continues to assess the impact of the
Year 2000 Issue on its operations.  The Company's assessments have
focused on the three major elements of the Year 2000 Issue:  IT systems;
Non-IT systems; and third party relationships.

     IT Systems

     The Company is in the process of implementing a plan to upgrade its
existing computer system.  While the primary purpose of this upgrade
is to improve the efficiency and effectiveness of the Company's system,
Year 2000 Issues are also being addressed as a part of the IT system
upgrade.  Implementation of the upgrade for South Milwaukee operations
is expected to be completed by the first quarter of 1999 and
implementation of the plan for subsidiary operations is expected to be
completed by the end of 1999.

     Non-IT Systems

     A review of all equipment and processes used in manufacturing
operations to assess and address Year 2000 issues is nearly complete
and the Company expects that such equipment and processes will be
remediated to the extent necessary to assure Year 2000 compliance.

     Third-Party Relationships

     The Company's engineering department has reviewed all Company products
for Year 2000 compliance.  A service advisory bulletin has been developed
which provides information regarding Year 2000 compliance of existing
products manufactured by the Company.  This bulletin will describe the
service, if any, that will need to be performed to become compliant.  The
Company intends to furnish all of its customers with this bulletin by
the end of 1998.  In addition, the Company is conducting a survey of all
major suppliers which the Company expects will be completed by the end of
1998.  This survey is intended to assure that all future products
manufactured by the Company will be Year 2000 compliant.

     Risks and Contingency Plans

     Although the Company believes its efforts will adequately address
Year 2000 Issues internally, it is possible that the Company will be
adversely affected by problems encountered by its suppliers.  There can
be no assurance that, despite any supplier's certification of its ability
to do so, the supplier will be able to provide goods and services in a
manner that satisfactorily address Year 2000 Issues.  The most liekly
worst case scenario would be a failure by the Company or one or more of
its vendors or suppliers to adequately and timely address the Year 2000
Issue, with the result being the interruption of manufacturing of the
Company's products for a undeterminable period of time.

     Because the Company believes that its IT Systems upgade will
adequately address all material Year 2000 Issues, the Company has not
and does not expect to develop contingency plans with respect thereto.
Because the Company's survey of its major suppliers has not been
completed, the Company has not yet begun to assess the need for contingency
planning in this regard.  To the extent that any major supplier is unable
to certify to the Company's satisfaction that its products (incorporated
into the Company's products) are Year 2000 compliant, or that its
ability to deliver raw materials, supplies or services to the Company
will not be adversely impacted by the Year 2000 Issue, the Company
may consider developing contingency plans (including the identification
of alternative suppliers) in the future.

     The Company does not expect to develop contingency plans relating
to its products previously sold to customers, other than compliance
status.

     Costs to Address the Company's Year 2000 Issues

     The Company does not believe that Year 2000 Issues have adversely
impacted the timetable for implementation or the cost of its previously
planned IT System upgrade.  The estimated incremental cost of the 
IT System upgrade is $2,600,000.

     General

     The Company believes it is taking reasonable steps which, when
fully implemented, will prevent major business interruptions and will 
minimize the Company's risk of exposure to liability to third parties
due to the Year 2000 Issue.  There can be no assurance, however, that
the Company will be successful in its efforts.  Further, the costs of
the Company's efforts to address the Year 2000 Issue and the dates on
which the Company believes it will complete the projects described
above are based upon management's best estimates.  There also can be no
assurance that these estimates will prove to be accurate, and the
actual cost and progress on these projects could differ materially
from those currently anticipated.  The statements herein regarding
future planning and events and the timetables and costs associated
therewith are "forward looking statements" within the meaning of the
Securities and Exchange Act of 1934.  The reasonableness of the
Company's efforts, and the project time lines and budgets, were derived
based on information the Company believes to be reliable and by making
numerous assumptions regarding future events.  Specific factors that
could cause actual results to differ include, but are not limited
to, (i) the Company's ability to assess, remediate, test and
implement all relevant computer hardware and software and embedded
technology, (ii) the Company's reliance on third-party assurances
and the variability of definitions of "Year 2000 compliance" which
may be used by such third parties, and (iii) the adequacy of the
Company's contingency plans, to the extent such contingency plans
are developed, and (iv) similar uncertainties.

<PAGE>
                                  
                                   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
               1998.
             
<PAGE>

                                SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   BUCYRUS INTERNATIONAL, INC.
                                   (Registrant)



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


Date    November 13, 1998          /s/Willard R. Hildebrand            
                                   Willard R. Hildebrand
                                   President and CEO

<PAGE>
                        
                         BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                       Incorporated
Exhibit                                 Herein By              Filed
Number     Description                  Reference             Herewith


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

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

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

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

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

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

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

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

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

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

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

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

10.1  Credit Agreement dated          Exhibit 3.2 to
      September 24, 1997 between      Registrant's
      Bank One, Wisconsin and         Current Report
      Registrant ("Credit             on Form 8-K
      Agreement").                    filed with the
                                      Commission on
                                      October 10, 1997.

      (a) First amendment dated                                  X
      July 21, 1998 to Credit
      Agreement.

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

10.3  Registration Agreement dated    Exhibit 10.3 to
      September 24, 1997 by and       Registration
      among Registrant, Boonville     Statement on
      Mining Services, Inc.,          Form S-4 of
      Minserco, Inc. and Von's        Registrant,
      Welding, Inc. and Salomon       Boonville Mining
      Brothers, Inc., Jefferies &     Services, Inc.,
      Company, Inc. and Donaldson,    Minserco, Inc., and
      Lufkin & Jenrette Securities    Von's Welding, Inc.
      Corporation.                    (SEC Registration
                                      No. 333-39359)

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

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

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

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


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

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

10.10 Employment Agreement            Exhibit 10.17 to
      between Registrant and          Registrant's
      C. R. Mackus dated as of        Quarterly Report
      May 21, 1997.                   on Form 10-Q for
                                      the quarter ended
                                      June 30, 1997.
                             
10.11 Employment Agreement            Exhibit 10.18 to
      between Registrant and          Registrant's
      M. G. Onsager dated as of       Quarterly Report
      May 21, 1997.                   on Form 10-Q for
                                      the quarter ended
                                      June 30, 1997.

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

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

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

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

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

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

      (a) Amendment No. 1 dated                                  X
      September 1, 1998 to 1998
      Management Stock Option
      Plan.

      (b) Amendment No. 1 dated                                  X
      September 1, 1998 to
      Stockholders Agreement.

10.18 Standby Letter of Credit        Exhibit 10.18 to
      Agreement dated July 21,        Registrant's
      1998 between Marine Bank        Quarterly Report
      and Savings and Registrant.     on Form 10-Q for
                                      the quarter ended
                                      June 30, 1998.

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

27.1  Financial Data Schedule                                    X
      (Edgar filing only.)

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

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