UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2001

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

Class Outstanding August 13, 2001

Common Stock, $.01 par value 1,435,600




BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX



Page No.

Part I. FINANCIAL INFORMATION:

Item 1 - Financial Statements (Unaudited)

Consolidated Condensed Statements of Operations -
Quarters and six months ended June 30, 2001
and 2000 4

Consolidated Condensed Statements of Comprehensive
Income (Loss) - Quarters and six months ended
June 30, 2001 and 2000 5

Consolidated Condensed Balance Sheets -
June 30, 2001 and December 31, 2000 6-7

Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 2001 and 2000 8

Notes to Consolidated Condensed Financial
Statements 9-20

Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 21-28


Part II. OTHER INFORMATION:

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

Signature Page 30



<TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
Quarters Ended June 30, Six Months Ended June 30,
2001 2000 2001 2000
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 67,646 $ 67,481 $ 132,348 $ 133,473
Other income 115 750 220 864
__________ __________ __________ __________

67,761 68,231 132,568 134,337
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 58,075 61,568 110,774 119,551
Engineering and field
service, selling,
administrative and
miscellaneous expenses 9,893 12,322 21,085 26,427
Interest expense 5,321 5,604 10,742 10,953
__________ __________ __________ __________

73,289 79,494 142,601 156,931
__________ __________ __________ __________

Loss before income taxes (5,528) (11,263) (10,033) (22,594)

Income taxes 493 586 593 751
__________ __________ __________ __________

Net loss $ (6,021) $ (11,849) $ (10,626) $ (23,345)

Net loss per share
of common stock:

Basic $ (4.19) $ (8.22) $ (7.40) $ (16.19)


Diluted $ (4.19) $ (8.22) $ (7.40) $ (16.19)


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



<TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
<CAPTION>
Quarters Ended June 30, Six Months Ended June 30,
2001 2000 2001 2000

<S> <C> <C> <C> <C>
Net loss $ (6,021) $ (11,849) $ (10,626) $ (23,345)

Other comprehensive loss -
foreign currency translation
adjustments (272) (2,117) (3,720) (3,632)
__________ __________ __________ __________

Comprehensive loss $ (6,293) $ (13,966) $ (14,346) $ (26,977)




See notes to consolidated condensed financial statements.
</TABLE



<TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
June 30, December 31, June 30, December 31,
2001 2000 2001 2000
<S> <C> <C> <C> <C> <C>
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 4,710 $ 6,948 Accounts payable and
Receivables 62,558 58,797 accrued expenses $ 63,452 $ 57,528
Inventories 110,149 101,126 Liabilities to customers
Prepaid expenses and on uncompleted contracts
other current assets 5,266 5,993 and warranties 4,542 5,459
________ ________ Income taxes 1,506 1,677
Borrowings under revolving
Total Current Assets 182,683 172,864 credit facilities and other
short-term obligations 78,723 5,729
OTHER ASSETS: Current maturities of
Restricted funds long-term debt 1,115 1,129
on deposit 716 550 ________ ________
Goodwill - net 56,740 57,821 Total Current
Intangible assets - net 37,115 38,180 Liabilities 149,338 71,522
Other assets 11,960 11,798
________ ________ LONG-TERM LIABILITIES:
Liabilities to customers on
106,531 108,349 uncompleted contracts
and warranties 2,000 2,412
PROPERTY, PLANT AND EQUIPMENT: Postretirement benefits 13,552 13,869
Cost 114,487 115,216 Deferred expenses
Less accumulated and other 17,938 16,234
depreciation (33,336) (28,663) ________ ________
________ ________
33,490 32,515
81,151 86,553 LONG-TERM DEBT, less
current maturities 152,703 217,813

COMMON SHAREHOLDERS' INVESTMENT:
Common stock - par value
$.01 per share, authorized
1,700,000 shares, issued
1,444,650 shares 14 14
Additional paid-in capital 147,715 144,451
Treasury stock - 9,050
shares, at cost (851) (851)
Accumulated deficit (90,579) (79,953)
Accumulated other
comprehensive income (loss) (21,465) (17,745)
________ ________

34,834 45,916
________ ________ ________ ________

$370,365 $367,766 $370,365 $367,766




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




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

Six Months Ended June 30,
2001 2000

Net Cash Used In Operating Activities $ (9,771) $ (5,301)
__________ __________
Cash Flows From Investing Activities
(Increase) decrease in restricted
funds on deposit (166) 1
Purchases of property, plant
and equipment (1,448) (1,695)
Proceeds from sale of property, plant
and equipment 519 883
__________ __________

Net cash used in investing activities (1,095) (811)
__________ __________
Cash Flows From Financing Activities
Proceeds from revolving credit
facilities 8,502 5,334
Net decrease in other short-term
obligations and long-term debt (633) (1,178)
Capital contribution from Bucyrus
Holdings, LLC 1,093 -
__________ __________
Net cash provided by
financing activities 8,962 4,156
__________ __________
Effect of exchange rate
changes on cash (334) (397)
__________ __________
Net decrease in cash
and cash equivalents (2,238) (2,353)
Cash and cash equivalents at
beginning of period 6,948 8,369
__________ __________
Cash and cash equivalents at
end of period $ 4,710 $ 6,016



Supplemental Disclosures of Cash Flow Information

2001 2000
Cash paid during the period for:
Interest $ 7,214 $ 10,526
Income taxes - net of refunds (159) 3


Supplemental Schedule of Non-Cash Investing and Financing Activities

On March 20, 2001, the Company recorded an equity contribution from Bucyrus

Holdings, LLC ("Holdings"), the Company's parent, and a corresponding
reduction in interest payable to Holdings, in the amount of $2,171,000,
which
represented accrued interest as of June 30, 2000 on the 9-3/4% Senior Notes

due 2007 acquired by Holdings.


See notes to consolidated condensed financial statements.




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


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

2. Certain notes and other information have been condensed or omitted from
these interim consolidated condensed financial statements. Therefore,
these statements should be read in conjunction with the Company's 2000
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 30, 2001.

3. Inventories consist of the following:

June 30, December 31,
2001 2000
(Dollars in Thousands)

Raw materials and parts $ 15,228 $ 12,287
Costs relating to
uncompleted contracts 290 1,181
Customers' advances offset
against costs incurred on
uncompleted contracts - (1,207)
Work in process 15,577 12,941
Finished products (primarily
replacement parts) 79,054 75,924


$110,149 $101,126


4. Basic and diluted net loss per share of common stock were computed by
dividing net loss by the weighted average number of shares of common
stock outstanding. Stock options outstanding were not included in the
per share calculations because they did not have a dilutive effect. The
numerators and the denominators of the basic and diluted net loss per
share of common stock calculations are as follows:

Quarters Ended June 30, Six Months Ended June 30,
2001 2000 2001 2000
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted

Net loss $ (6,021) $ (11,849) $ (10,626) $ (23,345)


Weighted average
shares outstanding 1,435,600 1,442,150 1,435,600 1,442,150


Net loss per share $ (4.19) $ (8.22) $ (7.40) $ (16.19)


5. Due to a reduction in new orders, the Company continued to reduce a
portion of its manufacturing production workforce through temporary
layoffs and also reduced the number of its salaried employees. These
activities resulted in restructuring charges of $610,000 and $709,000 for
the quarter and six months ended June 30, 2001, respectively, and charges
of $857,000 and $3,552,000 for the quarter and six months ended June 30,
2000, respectively. Such charges primarily relate to severance payments
and related matters and are included in Engineering and Field Service,
Selling, Administrative and Miscellaneous Expenses in the Consolidated
Condensed Statement of Operations. Substantially all of the 2001
restructuring charges were paid as of June 30, 2001.

6. On June 30, 2001 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 142 establishes accounting and
reporting standards associated with goodwill and other intangible assets.
With the adoption of SFAS 142, goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill will be
subject to at least an annual assessment for impairment by applying a
fair-value-based test. SFAS 142 also requires that an acquired
intangible asset should be separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights,
or if the intangible asset can be sold, transferred, licensed, rented, or
exchanged, regardless of the acquirer's intent to do so. The Company
will adopt SFAS 142 on January 1, 2002. The adoption of SFAS 142 is
expected to decrease goodwill amortization expense in 2002 by $2,162,000.
The Company is currently assessing whether the goodwill currently
recorded is impaired based on the provisions of SFAS 142 and has not yet
determined whether or not an impairment charge will need to be
recognized.

7. The Company's payment obligations under its 9-3/4% Senior Notes due 2007

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



<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 2001
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 37,566 $ 10,225 $ 34,973 $(15,118) $ 67,646
Other income 641 8 221 (755) 115
________ ________ ________ ________ ________

38,207 10,233 35,194 (15,873) 67,761
________ ________ ________ ________ ________

Costs and Expenses:
Cost of products sold 33,394 9,988 29,841 (15,148) 58,075
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 6,322 172 3,399 - 9,893
Interest expense 5,276 441 359 (755) 5,321
________ ________ ________ ________ ________

44,992 10,601 33,599 (15,903) 73,289
________ ________ ________ ________ ________

Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (6,785) (368) 1,595 30 (5,528)
Income taxes 242 (132) 383 - 493
________ ________ ________ ________ ________

Earnings (loss) before
equity in net loss of
consolidated subsidiaries (7,027) (236) 1,212 30 (6,021)

Equity in net earnings of
consolidated subsidiaries 976 - - (976) -
________ ________ ________ ________ ________

Net earnings (loss) $ (6,051) $ (236) $ 1,212 $ (946) $ (6,021)

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 2000
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 38,205 $ 8,735 $ 34,691 $(14,150) $ 67,481
Other income 1,662 2 114 (1,028) 750
________ ________ ________ ________ ________

39,867 8,737 34,805 (15,178) 68,231
________ ________ ________ ________ ________

Costs and Expenses:
Cost of products sold 36,756 8,997 29,790 (13,975) 61,568
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 7,994 368 3,960 - 12,322
Interest expense 5,341 462 829 (1,028) 5,604
________ ________ ________ ________ ________

50,091 9,827 34,579 (15,003) 79,494
________ ________ ________ ________ ________

Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (10,224) (1,090) 226 (175) (11,263)
Income taxes 116 273 197 - 586
________ ________ ________ ________ ________

Earnings (loss) before
equity in net loss of
consolidated subsidiaries (10,340) (1,363) 29 (175) (11,849)

Equity in net loss of
consolidated subsidiaries (1,334) - - 1,334 -
________ ________ ________ ________ ________

Net earnings (loss) $(11,674) $ (1,363) $ 29 $ 1,159 $(11,849)

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 2001
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 75,007 $ 19,723 $ 65,120 $(27,502) $132,348
Other income 3,078 51 412 (3,321) 220
________ ________ ________ ________ ________

78,085 19,774 65,532 (30,823) 132,568
________ ________ ________ ________ ________

Costs and Expenses:
Cost of products sold 65,184 18,458 54,744 (27,612) 110,774
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 13,340 385 7,360 - 21,085
Interest expense 10,607 926 2,530 (3,321) 10,742
________ ________ ________ ________ ________

89,131 19,769 64,634 (30,933) 142,601
________ ________ ________ ________ ________

Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (11,046) 5 898 110 (10,033)
Income taxes 354 18 221 - 593
________ ________ ________ ________ ________

Earnings (loss) before
equity in net loss of
consolidated subsidiaries (11,400) (13) 677 110 (10,626)

Equity in net earnings of
consolidated subsidiaries 664 - - (664) -
________ ________ ________ ________ ________

Net earnings (loss) $(10,736) $ (13) $ 677 $ (554) $(10,626)

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 2000
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 73,485 $ 18,237 $ 70,839 $(29,088) $133,473
Other income 3,473 3 202 (2,814) 864
________ ________ ________ ________ ________

76,958 18,240 71,041 (31,902) 134,337
________ ________ ________ ________ ________

Costs and Expenses:
Cost of products sold 68,498 18,313 60,658 (27,918) 119,551
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 18,138 774 7,515 - 26,427
Interest expense 10,467 891 2,409 (2,814) 10,953
________ ________ ________ ________ ________

97,103 19,978 70,582 (30,732) 156,931
________ ________ ________ ________ ________

Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (20,145) (1,738) 459 (1,170) (22,594)
Income taxes 571 13 167 - 751
________ ________ ________ ________ ________

Earnings (loss) before
equity in net loss of
consolidated subsidiaries (20,716) (1,751) 292 (1,170) (23,345)

Equity in net loss of
consolidated subsidiaries (1,459) - - 1,459 -
________ ________ ________ ________ ________

Net earnings (loss) $(22,175) $ (1,751) $ 292 $ 289 $(23,345)

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
June 30, 2001
(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 $ - $ 34 $ 4,676 $ - $ 4,710
Receivables 32,302 9,898 20,358 - 62,558
Intercompany receivables 71,449 1,534 17,082 (90,065) -
Inventories 62,393 7,547 43,821 (3,612) 110,149
Prepaid expenses and
other current assets 579 164 4,523 - 5,266
________ ________ ________ _________ ________

Total Current Assets 166,723 19,177 90,460 (93,677) 182,683

OTHER ASSETS:
Restricted funds on deposit 278 - 438 - 716
Goodwill - net 56,740 - - - 56,740
Intangible assets - net 37,115 - - - 37,115
Other assets 9,350 - 2,610 - 11,960
Investment in subsidiaries 9,570 - - (9,570) -
________ ________ ________ _________ ________

113,053 - 3,048 (9,570) 106,531

PROPERTY, PLANT AND
EQUIPMENT - net 63,835 5,314 12,002 - 81,151
________ ________ ________ _________ ________

$343,611 $ 24,491 $105,510 $(103,247) $370,365


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 43,169 $ 4,407 $ 16,302 $ (426) $ 63,452
Intercompany payables 1,125 25,939 58,680 (85,744) -
Liabilities to customers
on uncompleted contracts
and warranties 1,621 862 2,059 - 4,542
Income taxes 179 114 1,213 - 1,506
Borrowings under revolving
credit facilities and
other short-term
obligations 72,973 - 5,750 - 78,723
Current maturities of
long-term debt 227 - 888 - 1,115
________ ________ ________ _________ ________

Total Current Liabilities 119,294 31,322 84,892 (86,170) 149,338

LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,000 - - - 2,000
Postretirement benefits 13,111 - 441 - 13,552
Deferred expenses and other 16,618 272 1,048 - 17,938
________ ________ ________ _________ ________

31,729 272 1,489 - 33,490

LONG-TERM DEBT, less
current maturities 150,247 - 2,456 - 152,703

COMMON SHAREHOLDERS'
INVESTMENT 42,341 (7,103) 16,673 (17,077) 34,834
________ ________ ________ _________ ________

$343,611 $ 24,491 $105,510 $(103,247) $370,365

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 2000
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ - $ 36 $ 6,912 $ - $ 6,948
Receivables 32,641 9,343 16,813 - 58,797
Intercompany receivables 70,534 2,292 17,953 (90,779) -
Inventories 53,665 4,418 45,627 (2,584) 101,126
Prepaid expenses and
other current assets 562 296 5,135 - 5,993
________ ________ ________ _________ ________

Total Current Assets 157,402 16,385 92,440 (93,363) 172,864

OTHER ASSETS:
Restricted funds on deposit 350 - 200 - 550
Goodwill - net 57,821 - - - 57,821
Intangible assets - net 38,180 - - - 38,180
Other assets 9,072 - 2,726 - 11,798
Investment in subsidiaries 12,735 - - (12,735) -
________ ________ ________ _________ ________

118,158 - 2,926 (12,735) 108,349

PROPERTY, PLANT AND
EQUIPMENT - net 67,524 5,624 13,405 - 86,553
________ ________ ________ _________ ________

$343,084 $ 22,009 $108,771 $(106,098) $367,766


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 38,011 $ 2,430 $ 17,343 $ (256) $ 57,528
Intercompany payables 1,456 25,665 58,370 (85,491) -
Liabilities to customers
on uncompleted contracts
and warranties 3,483 623 1,353 - 5,459
Income taxes 158 128 1,391 - 1,677
Borrowings under revolving
credit facilities and other
short-term obligations 52 - 5,677 - 5,729
Current maturities of
long-term debt 317 - 812 - 1,129
________ ________ ________ _________ ________

Total Current Liabilities 43,477 28,846 84,946 (85,747) 71,522

LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,412 - - - 2,412
Postretirement benefits 13,409 - 460 - 13,869
Deferred expenses and other 15,422 253 559 - 16,234
________ ________ ________ _________ ________

31,243 253 1,019 - 32,515

LONG-TERM DEBT, less
current maturities 214,832 - 2,981 - 217,813

COMMON SHAREHOLDERS'
INVESTMENT 53,532 (7,090) 19,825 (20,351) 45,916
________ ________ ________ _________ ________

$343,084 $ 22,009 $108,771 $(106,098) $367,766

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 2001
(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 $ (8,669) $ 42 $ (1,144) $ - $ (9,771)
________ ________ ________ ________ ________

Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit 72 - (238) - (166)
Purchases of property,
plant and equipment (797) (44) (607) - (1,448)
Proceeds from sale of
property, plant and
equipment 55 - 464 - 519
________ ________ ________ ________ ________
Net cash used in
investing activities (670) (44) (381) - (1,095)
________ ________ ________ ________ ________

Cash Flows From Financing
Activities
Proceeds from revolving
credit facilities 8,475 - 27 - 8,502
Net decrease in other
short-term obligations
and long-term debt (229) - (404) - (633)
Capital contribution
from Holdings 1,093 - - - 1,093
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 9,339 - (377) - 8,962
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (334) - (334)
________ ________ ________ ________ ________
Net decrease in cash
and cash equivalents - (2) (2,236) - (2,238)
Cash and cash equivalents
at beginning of period - 36 6,912 - 6,948
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 34 $ 4,676 $ - $ 4,710

</TABLE>




<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 2000
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>

Net Cash Provided By (Used
In) Operating Activities $ (4,940) $ 52 $ (413) $ - $ (5,301)
________ ________ ________ ________ ________

Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit - - 1 - 1
Purchases of property,
plant and equipment (656) (62) (977) - (1,695)
Proceeds from sale of
property, plant and
equipment - 37 846 - 883
________ ________ ________ ________ ________
Net cash used in
investing activities (656) (25) (130) - (811)
________ ________ ________ ________ ________

Cash Flows From Financing
Activities
Proceeds from revolving
credit facilities 5,950 - (616) - 5,334
Net increase in other
short-term obligations
and long-term debt (354) - (824) - (1,178)
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 5,596 - (1,440) - 4,156
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (397) - (397)
________ ________ ________ ________ ________
Net increase (decrease)
in cash and cash
equivalents - 27 (2,380) - (2,353)
Cash and cash equivalents
at beginning of period - 23 8,346 - 8,369
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 50 $ 5,966 $ - $ 6,016

</TABLE>




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

The following information is provided to assist in the understanding of
the Company's operations for the quarters and six months ended June 30,
2001
and 2000.

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

Liquidity and Capital Resources

Liquidity

Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations. These measurements at June 30, 2001 and December 31, 2000 were

as follows:
June 30, December 31,
2001 2000
(Dollars in Thousands)

Working capital $ 33,345 $101,342
Current ratio 1.2 to 1 2.4 to 1

The decrease in working capital and current ratio in 2001 was primarily
due to the classification of borrowings under the bank credit agreement
(see
below) at June 30, 2001 as a current liability since these borrowings are
due
February 1, 2002. At December 31, 2000, these borrowings were classified as

long-term.

The Company is presenting below a calculation of loss before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale
of
fixed assets ("Adjusted EBITDA"). Since cash flow from operations is very
important to the Company's future, the Adjusted EBITDA calculation provides
a
summary review of cash flow performance. In addition, the Company is
required
to maintain certain minimum Adjusted EBITDA levels under the bank credit
agreement. The Adjusted EBITDA calculation is not an alternative to
operating
income under generally accepted accounting principles as an indicator of
operating performance or to cash flows as a measure of liquidity. The
following table reconciles Loss Before Income Taxes to Adjusted EBITDA:

Quarters Ended June 30, Six Months Ended June 30,
2001 2000 2001 2000
(Dollars in Thousands)
Loss before
income taxes $ (5,528) $(11,263) $(10,033) $(22,594)
Non-cash expenses:
Depreciation 2,823 2,829 5,626 5,728
Amortization 1,433 1,511 2,752 2,938
(Gain) loss
on sale of
fixed assets 72 61 731 11
Interest expense 5,321 5,604 10,742 10,953


Adjusted
EBITDA (1) $ 4,121 $ (1,258) $ 9,818 $ (2,964)


(1) Adjusted EBITDA for the quarter and six months ended June 30, 2001 was
reduced by restructuring charges of $610,000 and $709,000, respectively.
Adjusted EBITDA for the quarter and six months ended June 30, 2000 was
reduced by restructuring charges of $857,000 and $3,552,000,
respectively. These restructuring charges primarily related to severance
payments and related matters.

The Company has a credit agreement with Bank One, Wisconsin (the "Credit
Agreement") 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. The credit agreement, as amended,
expires on February 1, 2002. 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 June 30, 2001 and
December 31, 2000 were $71,175,000 and $64,450,000, respectively, at a
weighted average interest rate of 7.5% and 10%, respectively. Direct
borrowings under the Revolving Credit Facility at June 30, 2001 were
classified as a current liability, while direct borrowings at December 31,
2000 were classified as long-term. The issuance of standby letters of
credit
under the Credit Agreement and certain other bank facilities and a portion
of
the semi-annual interest payment due on the Senior Notes reduce the amount
available for direct borrowings under the Revolving Credit Facility. At
June 30, 2001 and December 31, 2000, there were $4,196,000 and $12,391,000,

respectively, of standby letters of credit outstanding under all Company
bank
facilities. The Revolving Credit Facility is secured by substantially all
of
the assets of the Company, other than real property and 35% of the stock of

its foreign subsidiaries, and is guaranteed by the Guarantor Subsidiaries
who
have also pledged substantially all of their assets as security. The amount

available for direct borrowings under the Revolving Credit Facility at
June 30, 2001 was $323,000, which is net of $2,900,000 that is to be used
for
the September 15, 2001 interest payment on the Senior Notes. The Company's
receivables increased $8,959,000 during the second quarter of 2001. A
significant portion of this increase in receivables was collected in early
July and the balance is expected to be collected during the third quarter
of
2001. The Company has recently begun negotiations to extend the Revolving
Credit Facility and modify its terms.

On June 27, 2001, the Company entered into a promissory note agreement
with a bank which allows the Company to borrow up to $3,000,000. The note
is
due December 28, 2001 and bears interest at the bank's prime rate plus
 .85%.
Borrowings under this agreement at June 30, 2001 were $1,750,000 at an
interest rate of 7.60%.

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 Guarantor Subsidiaries, and BNY Midwest Trust Company, as
Trustee. Interest thereon is payable each March 15 and September 15. During

2000, Holdings acquired $75,635,000 of the Company's $150,000,000 issue of
Senior Notes. Holdings has agreed as part of the Credit Agreement to defer
the receipt of interest on these Senior Notes. At June 30, 2001 and
December 31, 2000, $7,374,000 and $5,859,000, respectively, of interest was

accrued and payable to Holdings and is included in Deferred Expenses and
Other
in the Consolidated Condensed Balance Sheet. The amendment to the Credit
Agreement dated March 20, 2001 required Holdings to contribute to equity of

the Company a portion of the accrued interest. As a result, on March 20,
2001, the Company recorded an equity contribution from Holdings and a
corresponding reduction in interest payable to Holdings in the amount of
$2,171,000, which represented accrued interest as of June 30, 2000 on the
Senior Notes acquired by Holdings. In addition, during the second quarter
of
2001, Holdings made a cash capital contribution to the Company in the
amount
of $1,093,000.

Both the Credit Agreement and the Senior Notes Indenture contain certain
covenants which may affect the Company's liquidity and capital resources.
The
Credit Agreement contains a number of financial covenants that, among other

items, require the Company (A) to maintain certain financial ratios,
including: (i) ratio of adjusted funded debt to EBITDA (as defined);
(ii) fixed charge coverage ratio; and (iii) interest coverage ratio; and
(B)
to maintain a minimum net worth. At June 30, 2001, the Company was in
compliance with these covenants.

Bucyrus Canada Limited, a wholly-owned subsidiary of the Company, has a
C$15,000,000 credit facility with The Bank of Nova Scotia. The C$10,000,000

revolving term loan portion of this facility, as amended, expires on
February 1, 2002 and bears interest at the bank's prime lending rate plus
1.50%. The C$5,000,000 non-revolving term loan portion is payable in
monthly
installments to 2004 and bears interest at the bank's prime lending rate
plus
2%. This credit facility contains covenants which, among other things,
requires Bucyrus Canada Limited to maintain a minimum current ratio and
tangible net worth. At June 30, 2001, Bucyrus Canada Limited was in
compliance with these covenants.

Operating Losses

The Company is highly leveraged and recent developments (particularly low
sales volumes) have had an adverse effect on the Company's liquidity. While

the Company believes that current levels of cash and liquidity, together
with
funds generated by operations and funds available from the Revolving Credit

Facility, will be sufficient to permit the Company to satisfy its debt
service
requirements and fund operating activities for the foreseeable future,
there
can be no assurances to this effect and the Company continues to closely
monitor its operations.

The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control. Accordingly, there can be no
assurance that the Company's performance will be sufficient for the Company
to
maintain compliance with the financial covenants under the Credit
Agreement,
satisfy its debt service obligations and fund operating activities under
all
circumstances. At this time, the Company believes that future cash flows
will
be sufficient to recover the carrying value of its long-lived assets.

The Company has recently begun negotiations to extend the Revolving
Credit Facility and modify its terms and financial covenants as well as
investigate other financing alternatives such as a sale and leaseback of
its land and buildings in South Milwaukee, Wisconsin.

Capital Resources

At June 30, 2001, the Company had approximately $955,000 of open capital
appropriations. The Company's capital expenditures for the six months ended

June 30, 2001 were $1,448,000 compared with $1,695,000 for the six months
ended June 30, 2000. During the second six months of 2001, the Company
expects to continue spending close to the level of the first six months of
2001.

Capitalization

The long-term debt to equity ratio at June 30, 2001 and December 31, 2000
was 4.4 to 1 and 4.7 to 1, respectively. The long-term debt to total
capitalization ratio at June 30, 2001 and December 31, 2000 was .6 to 1 and

 .8 to 1, respectively. If borrowings under the Revolving Credit Facility at

June 30, 2001 were classified as long-term, the long-term debt to equity
ratio
and long-term debt to total capitalization ratio at June 30, 2001 would
have
been 6.4 to 1 and .8 to 1, respectively. Total capitalization is defined as

total common shareholders' investment plus long-term debt plus current
maturities of long-term debt and other short-term obligations.

Results Of Operations

Net Sales

Net sales for the quarter and six months ended June 30, 2001 were
$67,646,000 and $132,348,000, respectively, compared with $67,481,000 and
$133,473,000 for the quarter and six months ended June 30, 2000,
respectively.
Net sales of repair parts and services for the quarter and six months ended

June 30, 2001 were $52,703,000 and $102,013,000, respectively, which was a
decrease of .2% and 2.4% from the quarter and six months ended June 30,
2000,
respectively. Net machine sales for the quarter and six months ended June
30,
2001 were $14,943,000 and $30,335,000, respectively, which was an increase
of
1.7% and 4.8% from the quarter and six months ended June 30, 2000,
respectively.

Cost of Products Sold

Cost of products sold for the quarter ended June 30, 2001 was $58,075,000
or 85.9% of net sales compared with $61,568,000 or 91.2% of net sales for
the
quarter ended June 30, 2000. For the six months ended June 30, 2001, cost
of
products sold was $110,774,000 or 83.7% of net sales compared with
$119,551,000 or 89.6% of net sales for the six months ended June 30, 2000.
The
decrease in the cost of products sold percentage for 2001 was primarily due
to
reduced warranty expense and favorable manufacturing variances resulting
from
higher manufacturing activity. Recently, the Company has had a marginal
increase in its manufacturing production workforce to correspond with
increased business activity. In addition, cost of products sold for the six

months ended June 30, 2000 included approximately $1,300,000 of costs
associated with the closing of the manufacturing facility in Boonville,
Indiana which was effective June 30, 2000. Also included in cost of
products
sold for the six months ended June 30, 2001 and 2000 was $2,606,000 and
$2,504,000, respectively, of additional depreciation expense as a result of

the fair value adjustment to plant and equipment in connection with
acquisitions involving the Company.

Engineering and Field Service, Selling, Administrative and Miscellaneous
Expenses

Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended June 30, 2001 were $9,893,000 or 14.6% of
net
sales compared with $12,322,000 or 18.3% of net sales for the quarter ended

June 30, 2000. The amounts for the six months ended June 30, 2001 and 2000
were $21,085,000 or 15.9% of net sales and $26,427,000 or 19.8% of net
sales,
respectively. Included in the amounts for the quarter and six months ended
June 30, 2001 was $72,000 and $731,000, respectively, of losses on
disposals
of fixed assets. Also, due to a reduction in new orders, the Company
continued to reduce a portion of its manufacturing production workforce
through temporary layoffs and also reduced the number of its salaried
employees. These activities resulted in restructuring charges of $610,000
and
$709,000 for the quarter and six months ended June 30, 2001, respectively,
and
charges of $857,000 and $3,552,000 for the quarter and six months ended
June 30, 2000. These charges primarily relate to severance payments and
related matters.

Interest Expense

Interest expense for the quarter and six months ended June 30, 2001 was
$5,321,000 and $10,742,000, respectively, compared with $5,604,000 and
$10,953,000 for the quarter and six months ended June 30, 2000,
respectively.
Included in interest expense for the quarters and six months ended June 30,

2001 and 2000 was $3,657,000 and $7,313,000, respectively, related to the
Senior Notes. The interest expense on the Senior Notes for the quarter and
six months ended June 30, 2001 includes $1,844,000 and $3,688,000,
respectively, related to the Senior Notes acquired by Holdings. Holdings
has
agreed as part of the Credit Agreement to defer the receipt of interest on
these Senior Notes.

Income Taxes

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

Net Loss

Net loss for the quarter and six months ended June 30, 2001 was
$6,021,000 and $10,626,000, respectively, compared with a net loss of
$11,849,000 and $23,345,000 for the quarter and six months ended June 30,
2000, respectively. Non-cash depreciation and amortization charges for the
quarter and six months ended June 30, 2001 were $4,256,000 and $8,378,000,
respectively, compared with $4,340,000 and $8,666,000 for the quarter and
six
months ended June 30, 2000, respectively.

Backlog and New Orders

The Company's consolidated backlog on June 30, 2001 was $249,464,000
compared with $164,408,000 at December 31, 2000 and $177,155,000 at June
30,
2000. Machine backlog at June 30, 2001 was $3,825,000 compared with
$22,835,000 at December 31, 2000 and $26,986,000 at June 30, 2000. Repair
parts and service backlog at June 30, 2001 was $245,639,000 compared with
$141,573,000 at December 31, 2000 and $150,169,000 at June 30, 2000. A
portion of this backlog is related to multi-year contracts which will
generate
revenue in future years.

New orders for the quarter and six months ended June 30, 2001 were
$168,127,000 and $217,404,000, respectively, compared with $69,942,000 and
$123,350,000 for the quarter and six months ended June 30, 2000,
respectively.
New machine orders for the quarter and six months ended June 30, 2001 were
$8,503,000 and $11,325,000, respectively, which is a decrease of 28.9% and
24.2% from the quarter and six months ended June 30, 2000, respectively.
New
machine orders continue to be affected by the low worldwide price of coal
in
recent years and lower demand and pricing for other minerals such as iron
ore
and copper. However, in recent months, the price of coal has been
increasing
which could improve demand for the Company's machines later this year or
next
year. New repair parts and service orders for the quarter and six months
ended June 30, 2001 were $159,624,000 and $206,079,000, respectively,
compared
with $57,975,000 and $108,410,000 for the quarter and six months ended
June 30, 2000, respectively. The increases for the quarter and six months
ended June 30, 2001 were primarily due to orders received related to two
maintenance and repair contracts, a machine move and a mining contract.

Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rates

The Company's interest rate exposure relates primarily to debt
obligations in the United States. The Company manages its borrowings under
the Revolving Credit Facility through the selection of LIBOR based
borrowings
or prime-rate based borrowings. If market conditions warrant, interest rate

swaps may be used to adjust interest rate exposures, although none have
been
used to date. The Company believes that a 10% change in the Company's
weighted average interest rate at June 30, 2001 would not have a material
effect on the Company's financial position, results of operations or cash
flows.

Foreign Currency

Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flow. The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to
mitigate
some of its transaction and commitment exposures, and may utilize forward
contracts in certain situations. Based on the Company's derivative and
other
foreign currency sensitive instruments outstanding at June 30, 2001, the
Company believes that a 10% change in foreign currency exchange rates will
not
have a material effect on the Company's financial position, results of
operations or cash flows.

Forward-Looking Statements

This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Discussions

containing such forward-looking statements may be found in this section and

elsewhere within this Report. Forward-looking statements include statements

regarding the intent, belief or current expectations of the Company,
primarily
with respect to the future operating performance of the Company or related
industry developments. When used in this Report, terms such as
"anticipate,"
"believe," "could," "estimate," "expect," "indicate," "may be,"
"objective,"
"plan," "predict," and "will be" are intended to identify such statements.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and
that
actual results may differ from those described in the forward-looking
statements as a result of various factors, many of which are beyond the
control of the Company. Forward-looking statements are based upon
management's expectations at the time they are made. Although the Company
believes that the expectations reflected in such forward-looking statements

are reasonable, it can give no assurance that such expectations will prove
to
have been correct. Important factors that could cause actual results to
differ materially from such expectations ("Cautionary Statements") are
described generally below and disclosed elsewhere in this Report. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on behalf of the Company are expressly qualified
in
their entirety by the Cautionary Statements.

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

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

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




PART II
OTHER INFORMATION


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

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

(b) Reports on Form 8-K:

No reports on Form 8-K were filed during the second quarter of
2001.




SIGNATURES



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



BUCYRUS INTERNATIONAL, INC.
(Registrant)



Date August 13, 2001 /s/Craig R. Mackus
Craig R. Mackus
Secretary and Controller
Principal Accounting Officer


Date August 13, 2001 /s/Theodore C. Rogers
Theodore C. Rogers
Chief Executive Officer



BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2001

Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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