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, 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 November 9, 2001

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

<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, 2001
           and 2000                                                     3

           Consolidated Condensed Statements of Comprehensive
           Income (Loss) - Quarters and nine months ended
           September 30, 2001 and 2000                                  4

           Consolidated Condensed Balance Sheets -
           September 30, 2001 and December 31, 2000                   5-6

           Consolidated Condensed Statements of Cash Flows -
           Nine months ended September 30, 2001 and 2000                7

           Notes to Consolidated Condensed Financial
           Statements                                                8-19

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                     20-27


Part II. OTHER INFORMATION:

         Item 6 - Exhibits and Reports on Form 8-K                     28

         Signature Page                                                29

<PAGE>

<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                          (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                              Quarters Ended September 30,  Nine Months Ended September 30,
                                 2001           2000            2001           2000
<S>                           <C>            <C>             <C>            <C>
Revenues:
  Net sales                   $   82,219     $   69,260      $  214,567     $  202,733
  Other income                        82             80             302            944
                              __________     __________      __________     __________

                                  82,301         69,340         214,869        203,677
                              __________     __________      __________     __________
Costs and Expenses:
  Cost of products sold           68,679         54,380         179,453        173,931
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        10,108         11,802          31,193         38,229
  Interest expense                 5,220          5,554          15,962         16,507
                              __________     __________      __________     __________

                                  84,007         71,736         226,608        228,667
                              __________     __________      __________     __________

Loss before income taxes          (1,706)        (2,396)        (11,739)       (24,990)

Income taxes                       1,732          1,189           2,325          1,940
                              __________     __________      __________     __________

Net loss                      $   (3,438)    $   (3,585)     $  (14,064)    $  (26,930)


Net loss per share
  of common stock:

    Basic                     $    (2.39)    $    (2.49)     $    (9.80)    $   (18.68)


    Diluted                   $    (2.39)    $    (2.49)     $    (9.80)    $   (18.68)

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

<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                  CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                       (Dollars in Thousands)
<CAPTION>
                              Quarters Ended September 30,  Nine Months Ended September 30,
                                 2001           2000            2001           2000

<S>                           <C>            <C>             <C>            <C>
Net loss                      $   (3,438)    $   (3,585)     $  (14,064)    $  (26,930)

Other comprehensive loss -
  foreign currency translation
  adjustments                     (3,380)        (2,803)         (7,100)        (6,435)
                              __________     __________      __________     __________

Comprehensive loss            $   (6,818)    $   (6,388)     $  (21,164)    $  (33,365)


<FN>
                     See notes to consolidated condensed financial statements.
</FN>
</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,
                                  2001              2000                                          2001             2000
<S>                             <C>               <C>           <C>                             <C>              <C>
ASSETS                                                          LIABILITIES AND COMMON
CURRENT ASSETS:                                                  SHAREHOLDERS' INVESTMENT
 Cash and cash                                                  CURRENT LIABILITIES:
  equivalents                   $  5,076          $  6,948       Accounts payable and
 Receivables                      65,657            58,797        accrued expenses              $ 59,965         $ 57,528
 Inventories                     104,326           101,126       Interest payable to
 Prepaid expenses and                                             related party                    9,218                -
  other current assets             6,959             5,993       Liabilities to customers
                                ________          ________        on uncompleted contracts
                                                                  and warranties                   5,147            5,459
 Total Current Assets            182,018           172,864       Income taxes                      1,744            1,677
                                                                 Borrowings under revolving
OTHER ASSETS:                                                     credit facilities and other
 Restricted funds                                                 short-term obligations          81,036            5,729
  on deposit                         512               550       Current maturities of
 Goodwill - net                   56,200            57,821        long-term debt                   1,107            1,129
 Intangible assets - net          36,583            38,180                                      ________         ________
 Other assets                     11,549            11,798       Total Current
                                ________          ________        Liabilities                    158,217           71,522

                                 104,844           108,349      LONG-TERM LIABILITIES:
                                                                 Liabilities to customers on
PROPERTY, PLANT AND EQUIPMENT:                                    uncompleted contracts
 Cost                            113,910           115,216        and warranties                   2,000            2,412
 Less accumulated                                                Postretirement benefits          13,357           13,869
  depreciation                   (35,725)          (28,663)       Deferred expenses
                                ________          ________        and other                       10,990           10,375
                                                                 Interest payable to
                                  78,185            86,553        related party                        -            5,859
                                                                                                ________         ________

                                                                                                  26,347           32,515
                                                                LONG-TERM DEBT, less
                                                                 current maturities              152,467          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             (94,017)         (79,953)
                                                                 Accumulated other
                                                                  comprehensive income (loss)    (24,845)         (17,745)
                                                                                                ________         ________

                                                                                                  28,016           45,916
                                ________          ________                                      ________         ________

                                $365,047          $367,766                                      $365,047         $367,766



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


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

                                          Nine Months Ended September 30,
                                             2001                 2000

Net Cash Used In Operating Activities     $  (10,519)          $   (5,273)
                                          __________           __________
Cash Flows From Investing Activities
(Increase) decrease in restricted
  funds on deposit                                38                 (469)
Purchases of property, plant
  and equipment                               (2,410)              (2,232)
Proceeds from sale of property, plant
  and equipment                                  547                1,381
                                          __________           __________

Net cash used in investing activities         (1,825)              (1,320)
                                          __________           __________
Cash Flows From Financing Activities
Proceeds from revolving credit facilities     10,254                4,968
Net decrease in other short-term
  obligations and long-term debt                (316)              (1,316)
Capital contribution from Bucyrus
  Holdings, LLC                                1,093                    -
Purchase of treasury stock                         -                  (31)
                                          __________           __________
Net cash provided by financing
  activities                                  11,031                3,621
                                          __________           __________
Effect of exchange rate changes
  on cash                                       (559)                (727)
                                          __________           __________
Net decrease in cash and cash
  equivalents                                 (1,872)              (3,699)
Cash and cash equivalents at
  beginning of period                          6,948                8,369
                                          __________           __________
Cash and cash equivalents at
  end of period                           $    5,076           $    4,670



Supplemental Disclosures of Cash Flow Information

                                             2001                 2000
Cash paid during the period for:
  Interest                                $   12,441           $   16,341
  Income taxes - net of refunds                  779                  814

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.

<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) 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:

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

   Raw materials and parts             $ 13,930       $ 12,287
   Costs relating to
     uncompleted contracts                1,522          1,181
   Customers' advances offset
     against costs incurred on
     uncompleted contracts                  (16)        (1,207)
   Work in process                       12,411         12,941
   Finished products (primarily
     replacement parts)                  76,479         75,924


                                       $104,326       $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            Nine Months Ended
                            September 30,               September 30,
                          2001          2000          2001          2000
                                   (Dollars in Thousands, Except
                                        Per Share Amounts)
Basic and Diluted

 Net loss              $   (3,438)   $   (3,585)   $  (14,064)   $  (26,930)


 Weighted average
  shares outstanding    1,435,600     1,441,546     1,435,600     1,441,947


 Net loss per share    $    (2.39)   $    (2.49)   $    (9.80)   $   (18.68)


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 $138,000 and $847,000 for
   the quarter and nine months ended September 30, 2001, respectively, and
   charges of $49,000 and $3,601,000 for the quarter and nine months ended
   September 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 September 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, but will instead be subject to at least an annual
   assessment for impairment by applying a fair-value-based test.
   Additionally, intangible assets with indefinite lives will also no longer
   be amortized but will be subject to a fair value test.  Intangible assets
   with definite lives will continue to be amortized.  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 the impact of SFAS 142 on existing
   intangible assets and related amortization.  The Company is beginning to
   assess whether goodwill and intangible assets are impaired based on the
   provisions of SFAS 142 and has not yet determined whether or not an
   impairment charge will need to be recognized.  The impact, if any, needs
   to be determined by June 30, 2002.

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, 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.

<PAGE>

<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                  Quarter Ended September 30, 2001
                                       (Dollars in Thousands)
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                 $ 40,106     $ 14,471       $ 41,177      $(13,535)     $ 82,219
  Other income                   598          (1)            222          (737)           82
                            ________     ________       ________      ________      ________

                              40,704       14,470         41,399       (14,272)       82,301
                            ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       35,629       13,081         33,504       (13,535)       68,679
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   6,435           47          3,626             -        10,108
  Interest expense             5,186          406            365          (737)        5,220
                            ________     ________       ________      ________      ________

                              47,250       13,534         37,495       (14,272)       84,007
                            ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (6,546)         936          3,904             -        (1,706)
Income taxes (benefit)          (217)         358          1,591             -         1,732
                            ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries   (6,329)         578          2,313             -        (3,438)

Equity in net earnings of
  consolidated subsidiaries    2,891            -              -        (2,891)            -
                            ________     ________       ________      ________      ________

Net earnings (loss)         $ (3,438)    $    578       $  2,313      $ (2,891)     $ (3,438)

</TABLE>
<PAGE>

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

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

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

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

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

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

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

Net earnings (loss)         $ (3,917)    $    850       $  1,135      $ (1,653)     $ (3,585)

</TABLE>
<PAGE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                Nine Months Ended September 30, 2001
                                       (Dollars in Thousands)
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                 $115,113     $ 34,194       $106,297      $(41,037)     $214,567
  Other income                 3,676           50            634        (4,058)          302
                            ________     ________       ________      ________      ________

                             118,789       34,244        106,931       (45,095)      214,869
                            ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold      100,813       31,539         88,248       (41,147)      179,453
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                  19,775          432         10,986             -        31,193
  Interest expense            15,793        1,332          2,895        (4,058)       15,962
                            ________     ________       ________      ________      ________

                             136,381       33,303        102,129       (45,205)      226,608
                            ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries  (17,592)         941          4,802           110       (11,739)
Income taxes                     137          376          1,812             -         2,325
                            ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries  (17,729)         565          2,990           110       (14,064)

Equity in net earnings of
  consolidated subsidiaries    3,555            -              -        (3,555)            -
                            ________     ________       ________      ________      ________

Net earnings (loss)         $(14,174)    $    565       $  2,990      $ (3,445)     $(14,064)


</TABLE>
<PAGE>


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

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

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

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

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

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

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

Net earnings (loss)         $(26,092)    $   (901)      $  1,427      $ (1,364)     $(26,930)


</TABLE>
<PAGE>


<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                                Consolidating Condensed Balance Sheets
                                          September 30, 2001
                                        (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents  $      -     $     27       $  5,049      $       -     $  5,076
  Receivables                  27,635       10,901         27,121              -       65,657
  Intercompany receivables     80,802          906         12,490        (94,198)           -
  Inventories                  55,329       11,671         40,404         (3,078)     104,326
  Prepaid expenses and
    other current assets          733          838          5,388              -        6,959
                             ________     ________       ________      _________     ________

  Total Current Assets        164,499       24,343         90,452        (97,276)     182,018

OTHER ASSETS:
  Restricted funds on deposit       -            -            512              -          512
  Goodwill - net               56,200            -              -              -       56,200
  Intangible assets - net      36,583            -              -              -       36,583
  Other assets                  9,096            -          2,453              -       11,549
  Investment in subsidiaries    8,831            -              -         (8,831)           -
                             ________     ________       ________      _________     ________

                              110,710            -          2,965         (8,831)     104,844

PROPERTY, PLANT AND
 EQUIPMENT - net               61,753        5,291         11,141              -       78,185
                             ________     ________       ________      _________     ________

                             $336,962     $ 29,634       $104,558      $(106,107)    $365,047


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 38,732     $  5,820       $ 15,917      $    (504)    $ 59,965
  Intercompany payables         1,010       29,386         58,631        (89,027)           -
  Interest payable to
    related party               9,218            -              -              -        9,218
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,237          591          2,319              -        5,147
  Income taxes                    225           92          1,427              -        1,744
  Borrowings under revolving
    credit facilities
    and other short-term
    obligations                75,125            -          5,911              -       81,036
  Current maturities of
    long-term debt                232            -            875              -        1,107
                             ________     ________       ________      _________     ________

  Total Current Liabilities   126,779       35,889         85,080        (89,531)     158,217

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,000            -              -              -        2,000
  Postretirement benefits      12,926            -            431              -       13,357
  Deferred expenses and other   9,309          270          1,411              -       10,990
                             ________     ________       ________      _________     ________

                               24,235          270          1,842              -       26,347

LONG-TERM DEBT, less
  current maturities          150,187            -          2,280              -      152,467

COMMON SHAREHOLDERS'
  INVESTMENT                   35,761       (6,525)        15,356        (16,576)      28,016
                             ________     ________       ________      _________     ________

                             $336,962     $ 29,634       $104,558      $(106,107)    $365,047


</TABLE>
<PAGE>


<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   9,563          253            559              -       10,375
  Interest payable to
    related party               5,859            -              -              -        5,859
                             ________     ________       ________      _________     ________

                               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>
<PAGE>


<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                           Consolidating Condensed Statements of Cash Flows
                                 Nine Months Ended September 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     $(10,461)    $    183       $   (241)     $      -      $(10,519)
                             ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease (increase)
  in restricted funds
  on deposit                      350            -           (312)            -            38
Purchases of property,
  plant and equipment          (1,342)        (192)          (876)            -        (2,410)
Proceeds from sale of
  property, plant and
  equipment                        17            -            530             -           547
                             ________     ________       ________      ________      ________
Net cash used in
  investing activities           (975)        (192)          (658)            -        (1,825)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facilities            10,675            -           (421)            -        10,254
Net increase (decrease)
  in other short-term
  obligations and
  long-term debt                 (332)           -             16             -          (316)
Capital contribution from
  Bucyrus Holdings, LLC         1,093            -              -             -         1,093
                             ________     ________       ________      ________      ________
Net cash provided by
  (used in) financing
  activities                   11,436            -           (405)            -        11,031
                             ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                   -            -           (559)            -          (559)
                             ________     ________       ________      ________      ________
Net decrease in cash
  and cash euivalents               -           (9)        (1,863)            -        (1,872)
Cash and cash equivalents
  at beginning of period            -           36          6,912             -         6,948
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $     27       $  5,049      $      -      $  5,076


</TABLE>
<PAGE>


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

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

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facilities             6,100            -         (1,132)            -         4,968
Net decrease in other
  short-term obligations
  and long-term debt             (460)           -           (856)            -        (1,316)
Purchase of treasury stock        (31)           -              -             -           (31)
                              ________     ________       ________      ________      ________
Net cash provided by
  (used in) financing
  activities                     5,609            -         (1,988)            -         3,621
                              ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                    -            -           (727)            -          (727)
                              ________     ________       ________      ________      ________
Net increase (decrease)
  in cash and cash
  equivalents                        -           29         (3,728)            -        (3,699)
Cash and cash equivalents
  at beginning of period             -           23          8,346             -         8,369
                              ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period            $      -     $     52       $  4,618      $      -      $  4,670


</TABLE>
<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
the Company's operations for the quarters and nine months ended September 30,
2001 and 2000.

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

Liquidity and Capital Resources

   Liquidity

   Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations.  These measurements at September 30, 2001 and December 31, 2000
were as follows:
                               September 30,     December 31,
                                   2001              2000
                                   (Dollars in Thousands)

   Working capital               $ 23,801          $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 and
interest payable to a related party (see below) at September 30, 2001 as
current liabilities.  At December 31, 2000, these liabilities were classified
as long-term.

   The Company is presenting below a calculation of earnings 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 its 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              Nine Months Ended
                         September 30,                 September 30,
                      2001           2000           2001           2000
                                   (Dollars in Thousands)
Loss before
 income taxes      $ (1,706)      $ (2,396)      $(11,739)        $(24,990)
Non-cash expenses:
 Depreciation         2,773          2,838          8,399            8,566
 Amortization         1,331          1,518          4,083            4,456
 (Gain) loss on
  sale of fixed
  assets                 14              4            745               15
Interest expense      5,220          5,554         15,962           16,507


Adjusted EBITDA(1) $  7,632       $  7,518       $ 17,450         $  4,554


(1)   Adjusted EBITDA for the quarter and nine months ended September 30, 2001
      was reduced by restructuring charges of $138,000 and $847,000,
      respectively.  Adjusted EBITDA for the quarter and nine months ended
      September 30, 2000 was reduced by restructuring charges of $49,000 and
      $3,601,000, respectively.  These restructuring charges primarily relate
      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 September 30, 2001 and
December 31, 2000 were $73,375,000 and $64,450,000, respectively, at a
weighted average interest rate of 7.1% and 10.0%, respectively.  Direct
borrowings under the Revolving Credit Facility at September 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
September 30, 2001 and December 31, 2000, there were $2,335,000 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 September 30, 2001 was $299,000, which is net of $725,000
that is to be used for the March 15, 2002 interest payment on the Senior
Notes.  Receivables have increased $12,058,000 since the end of the first
quarter of 2001 due primarily to increased machine sales activity.  The
amounts related to this increase will be collected in the fourth quarter of
2001.  The Company has begun negotiations to extend the Revolving Credit
Facility and modify its terms and financial covenants.

   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 September 30, 2001 were $1,750,000 at an
interest rate of 6.85%.

   The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture 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 September 30, 2001 and December 31, 2000, $9,218,000 and $5,859,000,
respectively, of interest was accrued and payable to Holdings.  The amount at
September 30, 2001 was included as a current liability in the Consolidated
Condensed Balance Sheet while the amount at December 31, 2000 was classified
as long-term.  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 September 30, 2001, the Company was in
compliance with all covenants.

   Bucyrus Canada Limited, a wholly-owned subsidiary of the Company, has a
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 amount
outstanding under the revolving term loan portion was C$7,918,000 and
C$8,145,000 at September 30, 2001 and December 31, 2000, respectively.  The
non-revolving term loan portion is payable in monthly installments to 2004 and
bears interest at the bank's prime lending rate plus 2%.  The amount
outstanding under the non-revolving term loan portion was C$4,080,000 and
C$4,400,000 at September 30, 2001 and December 31, 2000, respectively.  This
credit facility contains covenants which, among other things, requires Bucyrus
Canada Limited to maintain a minimum current ratio and tangible net worth.  At
September 30, 2001, Bucyrus Canada Limited was in compliance with these
covenants.

   The Company has been notified that it will receive an allocation of
shares as a result of the demutualization of The Principal Financial Group.
The Company is currently a policyholder and is expecting to receive
approximately 329,000 shares in the fourth quarter.  The quoted market price
of these shares at November 9, 2001 was $21.60 per share.  The Company
currently intends to sell the shares in the fourth quarter or in the first
quarter of 2002.

   The Company has signed a sale and leaseback agreement for a portion of
its land and buildings in South Milwaukee, Wisconsin.  The transaction is
expected to close by the end of the year.  The term of the lease is twenty
years with options for renewals.  The sale price will be approximately
$7,000,000.

   Operating Losses

   The Company is highly leveraged and low sales volumes in recent years
have had an adverse effect on the Company's liquidity.  While the Company
believes that current levels of cash and liquidity, together with funds
generated by operations, the potential sale of shares in the Principal
Financial Group, the proposed sale of the South Milwaukee land and buildings
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.  The ability to satisfy debt service obligations and fund
operating activities is dependent upon the successful extension of the Credit
Agreement.  At this time, the Company continues to believe that future cash
flows will be sufficient to recover the carrying value of its long-lived
assets.

   Capital Resources

   At September 30, 2001, the Company had approximately $1,034,000 of open
capital appropriations.  The Company's capital expenditures for the nine
months ended September 30, 2001 were $2,410,000 compared with $2,232,000 for
the nine months ended September 30, 2000.  In the near term, the Company
currently anticipates spending close to current levels.

Capitalization

   The long-term debt to equity ratio at September 30, 2001 and December 31,
2000 was 5.4 to 1 and 4.7 to 1, respectively.  The long-term debt to total
capitalization ratio at September 30, 2001 and December 31, 2000 was .6 to 1
and .8 to 1, respectively.  If borrowings under the Revolving Credit Facility
were classified as long-term, the long-term debt to equity ratio and long-term
debt to total capitalization ratio at September 30, 2001 would have been
8.1 to 1 and .9 to 1, respectively.  Total capitalization is defined as total
common shareholders' investment plus long-term debt plus current maturities of
long-term debt and short-term obligations.

Results Of Operations

   Net Sales

   Net sales for the quarter and nine months ended September 30, 2001 were
$82,219,000 and $214,567,000, respectively, compared with $69,260,000 and
$202,733,000 for the quarter and nine months ended September 30, 2000,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 2001 were $66,520,000 and $168,533,000,
respectively, which is an increase of 21.0% and 5.7% from the quarter and nine
months ended September 30, 2000, respectively.  Net machine sales for the
quarter and nine months ended September 30, 2001 were $15,699,000 and
$46,034,000, respectively, which is an increase of 10.0% and 6.5% from the
quarter and nine months ended September 30, 2000, respectively.

   Cost of Products Sold

   Cost of products sold for the quarter ended September 30, 2001 was
$68,679,000 or 83.5% of net sales compared with $54,380,000 or 78.5% of net
sales for the quarter ended September 30, 2000.  For the nine months ended
September 30, 2001, cost of products sold was $179,453,000 or 83.6% of net
sales compared with $173,931,000 or 85.8% of net sales for the nine months
ended September 30, 2000.  Cost of products sold for the quarter ended
September 30, 2000 was reduced by a $1,800,000 favorable adjustment related to
commercial issues and a $1,100,000 favorable business interruption insurance
settlement.  The decrease in the year-to-date cost of products sold percentage
for 2001 was primarily due to reduced warranty expense and favorable
manufacturing variances resulting from higher manufacturing activity.  In
addition, included in cost of products sold for the nine months ended
September 30, 2000 was approximately $1,300,000 of costs associated with the
closing of its manufacturing facility in Boonville, Indiana which was
effective June 30, 2000.  Also included in cost of products sold for the nine
months ended September 30, 2001 and 2000 was $3,932,000 and $3,780,000,
respectively, of additional depreciation expense as a result of the fair value
adjustment to plant and equipment in connection with the 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 September 30, 2001 were $10,108,000 or 12.3% of
net sales compared with $11,802,000 or 17.0% of net sales for the quarter
ended September 30, 2000.  The amounts for the nine months ended September 30,
2001 and 2000 were $31,193,000 or 14.5% of net sales and $38,229,000 or 18.9%
of net sales, respectively.  Included in the amount for the nine months ended
September 30, 2001 was $745,000 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 layoffs and also reduced the
number of its salaried employees.  These activities resulted in restructuring
charges of $138,000 and $847,000 for the quarter and nine months ended
September 30, 2001, respectively, and charges of $49,000 and $3,601,000 for
the quarter and nine months ended September 30, 2000, respectively.

   Interest Expense

   Interest expense for the quarter and nine months ended September 30, 2001
was $5,220,000 and $15,962,000, respectively, compared with $5,554,000 and
$16,507,000 for the quarter and nine months ended September 30, 2000,
respectively.  Included in interest expense for the quarters and nine months
ended September 30, 2001 and 2000 was $3,656,000 and $10,969,000,
respectively, related to the Senior Notes.  The interest expense on the Senior
Notes for the quarter and nine months ended September 30, 2001 includes
$1,844,000 and $5,531,000, 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 Earnings (Loss)

   Net loss for the quarter and nine months ended September 30, 2001 was
$3,438,000 and $14,064,000, respectively, compared with a net loss of
$3,585,000 and $26,930,000 for the quarter and nine months ended September 30,
2000, respectively.  Non-cash depreciation and amortization charges for the
quarter and nine months ended September 30, 2001 were $4,104,000 and
$12,482,000, respectively, compared with $4,356,000 and $13,022,000,
respectively, for the quarter and nine months ended September 30, 2000.

   Backlog and New Orders

   The Company's consolidated backlog on September 30, 2001 was $259,415,000
compared with $164,408,000 at December 31, 2000 and $171,183,000 at
September 30, 2000.  Machine backlog at September 30, 2001 was $36,864,000,
compared with $22,835,000 at December 31, 2000 and $16,201,000 at
September 30, 2000.  Repair parts and service backlog at September 30, 2001
was $222,551,000, compared with $141,573,000 at December 31, 2000 and
$154,982,000 at September 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 nine months ended September 30, 2001 were
$92,170,000 and $309,574,000, respectively, compared with $63,288,000 and
$186,638,000 for the quarter and nine months ended September 30, 2000,
respectively.  New machine orders for the quarter and nine months ended
September 30, 2001 were $48,738,000 and $60,063,000, respectively, compared
with $3,487,000 and $18,427,000 for the quarter and nine months ended
September 30, 2000, respectively.  During the third quarter of 2001, the
Company received orders for electric mining shovels to be used in the oil
sands area of Western Canada and in coal mining.  New repair parts and service
orders for the quarter and nine months ended September 30, 2001 were
$43,432,000 and $249,511,000, respectively, compared with $59,801,000 and
$168,211,000 for the quarter and nine months ended September 30, 2000,
respectively.  The increase for the nine months ended September 30, 2001 was
primarily due to orders received related to two maintenance and repair
contracts, a machine move and a mining contract.  Included in new repair parts
and service orders for the quarter ended September 30, 2000 was an amount
related to a maintenance and repair contract in Chile.  While copper prices
have been weakening, the price of coal has increased which could improve
demand for the Company's products next year.

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.  The Company also has certain other 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 its weighted average interest rate
at September 30, 2001 would have the effect of changing the Company's interest
expense on an annual basis by approximately $600,000.

   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 September 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," "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.


<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
                2001.

<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 12, 2001          /s/Craig R. Mackus
                                   Craig R. Mackus
                                   Secretary and Controller
                                   Principal Accounting Officer


Date    November 12, 2001          /s/Theodore C. Rogers
                                   Theodore C. Rogers
                                   Chief Executive Officer

<PAGE>


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

10.8     Consulting Agreement                                        X
         between Registrant and
         Willard R. Hildebrand
         dated July 25, 2001.