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, 2002

                                    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 9, 2002

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, 2002
           and 2001                                                  3

           Consolidated Condensed Statements of Comprehensive
           Loss - Quarters and six months ended June 30, 2002
           and 2001                                                  4

           Consolidated Condensed Balance Sheets -
           June 30, 2002 and December 31, 2001                     5-6

           Consolidated Condensed Statements of Cash Flows -
           Six months ended June 30, 2002 and 2001                   7

           Notes to Consolidated Condensed Financial
           Statements                                             8-20

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                  21-26

         Item 3 - Quantitative and Qualitative Disclosures
                  About Market Risk                              27-28

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,
                                 2002              2001           2002            2001
<S>                           <C>               <C>            <C>             <C>
Revenues:
  Net sales                   $   75,627        $   67,646     $  140,057      $  132,348
  Other income                        87               115            141             220
                              __________        __________     __________      __________

                                  75,714            67,761        140,198         132,568
                              __________        __________     __________      __________
Costs and Expenses:
  Cost of products sold           61,685            58,075        113,856         110,774
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        10,573             9,893         20,265          21,085
  Interest expense                 4,676             5,321          9,275          10,742
                              __________        __________     __________      __________

                                  76,934            73,289        143,396         142,601
                              __________        __________     __________      __________

Loss before income taxes          (1,220)           (5,528)        (3,198)        (10,033)

Income taxes                       1,039               493          1,645             593
                              __________        __________     __________      __________

Net loss                      $   (2,259)       $   (6,021)    $   (4,843)     $  (10,626)


Net loss per share
  of common stock:

    Basic                     $    (1.57)       $    (4.19)    $    (3.37)     $    (7.40)


    Diluted                   $    (1.57)       $    (4.19)    $    (3.37)     $    (7.40)

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



<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                      CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
                                       (Dollars in Thousands)
<CAPTION>
                                Quarters Ended June 30,         Six Months Ended June 30,
                                 2002              2001           2002            2001
<S>                           <C>               <C>            <C>             <C>

Net loss                      $   (2,259)       $   (6,021)    $   (4,843)     $  (10,626)

Other comprehensive loss -
   foreign currency translation
   adjustments                    (1,050)             (272)        (1,374)         (3,720)
                              __________        __________     __________      __________

Comprehensive loss            $   (3,309)       $   (6,293)    $   (6,217)     $  (14,346)


<FN>
                     See notes to consolidated condensed financial statements.
</FN>
</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,
                                  2002             2001                                            2002            2001
<S>                             <C>              <C>             <C>                             <C>             <C>
ASSETS                                                           LIABILITIES AND COMMON
CURRENT ASSETS:                                                   SHAREHOLDERS' INVESTMENT
 Cash and cash                                                   CURRENT LIABILITIES:
  equivalents                   $  5,732         $  7,218         Accounts payable and
 Receivables                      57,380           55,554          accrued expenses              $ 57,361        $ 47,760
 Inventories                     112,055          102,008         Liabilities to customers
 Prepaid expenses and                                              on uncompleted contracts
  other current assets             8,527            5,827          and warranties                   5,908           6,008
                                ________         ________         Income taxes                      2,187           1,205
                                                                  Borrowings under revolving
 Total Current Assets            183,694          170,607          credit facilities and other
                                                                   short-term obligations          68,938             566
OTHER ASSETS:                                                     Current maturities of
 Restricted funds                                                  long-term debt                     428             732
  on deposit                       1,618              582                                        ________        ________
 Goodwill - net                   55,660           55,660         Total Current
 Intangible assets - net          38,777           39,601          Liabilities                    134,822          56,271
 Other assets                     12,262           12,092
                                ________         ________        LONG-TERM LIABILITIES:
                                                                  Liabilities to customers on
                                 108,317          107,935          uncompleted contracts
                                                                   and warranties                   2,000           2,000
PROPERTY, PLANT AND EQUIPMENT:                                    Postretirement benefits          13,077          13,277
 Cost                            106,961          115,730         Deferred expenses, pension
 Less accumulated                                                  and other                       28,780          33,775
  depreciation                   (40,512)         (38,527)        Interest payable to Holdings     14,749          11,062
                                ________         ________                                        ________        ________

                                  66,449           77,203                                          58,606          60,114

                                                                 LONG-TERM DEBT, less
                                                                  current maturities              154,077         222,188

                                                                 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         147,715
                                                                  Treasury stock - 9,050
                                                                   shares, at cost                   (851)           (851)
                                                                  Accumulated deficit             (95,259)        (90,416)
                                                                  Accumulated other
                                                                   comprehensive loss             (40,664)        (39,290)
                                                                                                 ________        ________

                                                                                                   10,955          17,172
                                ________         ________                                        ________        ________

                                $358,460         $355,745                                        $358,460        $355,745


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



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

                                             Six Months Ended June 30,
                                             2002                 2001

Net Cash Used In Operating Activities     $   (6,009)          $   (9,771)
                                          __________           __________
Cash Flows From Investing Activities
Increase in restricted funds
  on deposit                                  (1,036)                (166)
Proceeds from sale of The Principal
  Financial Group shares                       2,974                    -
Purchases of property, plant
  and equipment                               (2,898)              (1,448)
Net proceeds from sale and
  leaseback transaction                        6,657                    -
Proceeds from sale of property, plant
  and equipment                                   80                  519
                                          __________           __________

Net cash provided by (used in)
  investing activities                         5,777               (1,095)
                                          __________           __________
Cash Flows From Financing Activities
Net proceeds from (repayments of)
  revolving credit facilities                   (437)               8,502
Net increase (decrease) in long-term
  debt and other bank borrowings                 394                 (633)
Payment of refinancing expenses               (1,627)                   -
Capital contribution from Bucyrus
  Holdings, LLC                                    -                1,093
                                          __________           __________
Net cash provided by (used in)
  financing activities                        (1,670)               8,962
                                          __________           __________
Effect of exchange rate
  changes on cash                                416                 (334)
                                          __________           __________
Net decrease in cash
  and cash equivalents                        (1,486)              (2,238)
Cash and cash equivalents at
  beginning of period                          7,218                6,948
                                          __________           __________
Cash and cash equivalents at
  end of period                           $    5,732           $    4,710



Supplemental Disclosures of Cash Flow Information

                                             2002                 2001
Cash paid during the period for:
  Interest                                $    5,527           $    7,214
  Income taxes - net of refunds                1,274                 (159)


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 2001
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 29, 2002.

3. Inventories consist of the following:

                                     June 30,          December 31,
                                       2002                2001
                                         (Dollars in Thousands)

   Raw materials and parts           $ 17,836            $ 13,646
   Work in process                     12,594              12,837
   Finished products (primarily
     replacement parts)                81,625              75,525
                                     ________            ________

                                     $112,055            $102,008


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,
                         2002         2001           2002         2001
                                  (Dollars in Thousands, Except
                                       Per Share Amounts)
Basic and Diluted

 Net loss             $   (2,259)   $   (6,021)   $   (4,843)   $  (10,626)


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


 Net loss per share   $    (1.57)   $    (4.19)   $    (3.37)   $    (7.40)


5. 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 instead is subject to an evaluation for impairment at
   least annually by applying a two-step fair-value-based test.
   Additionally, intangible assets with indefinite lives are also no longer
   amortized but are subject to an evaluation for impairment at least
   annually by applying a lower-of-cost-or-market test.  Intangible assets
   with finite lives continue to be amortized.  The Company adopted SFAS 142
   on January 1, 2002.  For goodwill, the Company has completed Step 1 of
   the goodwill transition impairment test as required.  The fair value of
   the Company's reporting units exceeds the carrying amounts and an
   impairment charge is not required.  The Company has also completed an
   impairment analysis of its indefinite life intangible assets in
   accordance with the provisions of SFAS 142 and has determined that an
   impairment charge is not required.  The following table summarizes the
   effects of SFAS 142 on the Company's net loss and loss per share for the
   prior periods presented:

                              Quarters Ended            Six Months Ended
                                 June 30,                   June 30,
                             2002        2001           2002        2001
                          (Dollars In Thousands, Except Per Share Amounts)

Reported net loss          $ (2,259)   $ (6,021)      $ (4,843)   $(10,626)
Goodwill amortization             -         540              -       1,081
Trademarks/Trade Names
 amortization                     -         121              -         242
                           ________    ________       ________    ________

Adjusted net loss          $ (2,259)   $ (5,360)      $ (4,843)   $ (9,303)


Basic and diluted loss
 per share:
   Reported net loss       $  (1.57)   $  (4.19)      $  (3.37)   $  (7.40)
   Goodwill amortization          -         .38              -         .75
   Trademarks/Trade Names
    amortization                  -         .08              -         .17
                           ________    ________       ________    ________
   Adjusted net loss
    per share              $  (1.57)   $  (3.73)      $  (3.37)   $  (6.48)


     Intangible assets consist of the following:

                                June 30, 2002            December 31, 2001
                            Gross                      Gross
                           Carrying   Accumulated     Carrying   Accumulated
                            Amount    Amortization     Amount    Amortization
                                        (Dollars in Thousands)
Amortized intangible
 assets:
   Engineering drawings    $ 25,500    $ (6,081)      $ 25,500    $ (5,443)
   Bill of material
    listings                  2,856        (681)         2,856        (610)
   Software                   2,288      (1,092)         2,288        (977)
                           ________    ________       ________    ________

                           $ 30,644    $ (7,854)      $ 30,644    $ (7,030)


Unamortized intangible
 assets:
   Trademarks/Trade Names  $ 12,436                   $ 12,436
   Intangible pension
    asset                     3,551                      3,551
                           ________                   ________

                           $ 15,987                   $ 15,987


   The aggregate amortization expense for the quarter and six months ended
   June 30, 2002 was $412,000 and $824,000, respectively, compared with
   $532,000 and $1,065,000 for the quarter and six months ended June 30,
   2001, respectively.  The estimated annual amortization expense in each of
   the next five years is $1,647,000.

6. On January 4, 2002, the Company completed a sale and leaseback
   transaction for a portion of its land and buildings in South Milwaukee,
   Wisconsin.  The Company is leasing back the property under an operating
   lease over a period of twenty years with options for renewals.  Net
   proceeds received from this transaction were $7,157,000 less $500,000
   required as a security deposit.  No gain or loss was recognized on this
   transaction.

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, 2002
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 39,033     $ 13,377       $ 38,563      $(15,346)     $ 75,627
  Other income                    478            1            241          (633)           87
                             ________     ________       ________      ________      ________

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

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

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

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

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

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

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

</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    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 earnings of
  consolidated subsidiaries    (6,785)        (368)         1,595            30        (5,528)
Income taxes (benefit)            242         (132)           383             -           493
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings 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
                                   Six Months Ended June 30, 2002
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 73,409     $ 25,457       $ 70,340      $(29,149)     $140,057
  Other income                  2,047            1            418        (2,325)          141
                             ________     ________       ________      ________      ________

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

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

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

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

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

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

Net earnings (loss)          $ (4,021)    $   (409)      $  2,726      $ (3,139)     $ (4,843)

</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed 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 earnings of
  consolidated subsidiaries   (11,046)           5            898           110       (10,033)
Income taxes                      354           18            221             -           593
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings 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 Balance Sheets
                                           June 30, 2002
                                       (Dollars in Thousands)
<CAPTION>

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

CURRENT ASSETS:
  Cash and cash equivalents  $      -     $     27       $  5,705      $       -     $  5,732
  Receivables                  20,176       10,231         26,973              -       57,380
  Intercompany receivables     91,735        1,813         18,192       (111,740)           -
  Inventories                  60,927        9,416         45,247         (3,535)     112,055
  Prepaid expenses and
    other current assets        1,706          497          6,324              -        8,527
                             ________     ________       ________      _________     ________

  Total Current Assets        174,544       21,984        102,441       (115,275)     183,694

OTHER ASSETS:
  Restricted funds on deposit     769            -            849              -        1,618
  Goodwill - net               55,660            -              -              -       55,660
  Intangible assets - net      38,777            -              -              -       38,777
  Other assets                 10,711            -          1,551              -       12,262
  Investment in subsidiaries    8,404            -              -         (8,404)           -
                             ________     ________       ________      _________     ________

                              114,321            -          2,400         (8,404)     108,317

PROPERTY, PLANT AND
 EQUIPMENT - net               48,778        6,962         10,709              -       66,449
                             ________     ________       ________      _________     ________

                              337,643       28,946        115,550       (123,679)     358,460


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           39,919        3,004         14,791           (353)      57,361
  Intercompany payables           264       32,734         73,073       (106,071)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              1,944            -          3,964              -        5,908
  Income taxes                    270            3          1,914              -        2,187
  Borrowings under revolving
    credit facilities and
    other short-term
    obligations                68,395            -            543              -       68,938
  Current maturities of
    long-term debt                247            8            173              -          428
                             ________     ________       ________      _________     ________

  Total Current Liabilities   111,039       35,749         94,458       (106,424)     134,822

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,000            -              -              -        2,000
  Postretirement benefits      12,681            -            396              -       13,077
  Deferred expenses, pension
    and other                  27,368          363          1,049              -       28,780
  Interest payable to
    Holdings                   14,749            -              -              -       14,749
                             ________     ________       ________      _________     ________

                               56,798          363          1,445              -       58,606

LONG-TERM DEBT, less
  current maturities          150,000        1,195          2,882              -      154,077

COMMON SHAREHOLDERS'
  INVESTMENT                   19,806       (8,361)        16,765        (17,255)      10,955
                             ________     ________       ________      _________     ________

                             $337,643     $ 28,946       $115,550      $(123,679)    $358,460

</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 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  $      -     $     28       $  7,190      $       -     $  7,218
  Receivables                  24,407        7,146         24,001              -       55,554
  Intercompany receivables     79,336        1,127         12,529        (92,992)           -
  Inventories                  53,365        9,025         43,237         (3,619)     102,008
  Prepaid expenses and
    other current assets          542          282          5,003              -        5,827
                             ________     ________       ________      _________     ________

    Total Current Assets      157,650       17,608         91,960        (96,611)     170,607

OTHER ASSETS:
  Restricted funds on deposit      42            -            540              -          582
  Goodwill - net               55,660            -              -              -       55,660
  Intangible assets - net      39,601            -              -              -       39,601
  Other assets                 10,203            -          1,889              -       12,092
  Investment in subsidiaries    7,103            -              -         (7,103)           -
                             ________     ________       ________      _________     ________

                              112,609            -          2,429         (7,103)     107,935

PROPERTY, PLANT AND
 EQUIPMENT - net               60,172        5,904         11,127              -       77,203
                             ________     ________       ________      _________     ________

                              330,431       23,512        105,516       (103,714)     355,745


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           30,732        2,533         14,730           (235)      47,760
  Intercompany payables            44       27,771         60,532        (88,347)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,800          522          2,686              -        6,008
  Income taxes                    234           29            942              -        1,205
  Short-term obligations            -            -            566              -          566
  Current maturities of
    long-term debt                237            8            487              -          732
                             ________     ________       ________      _________     ________

  Total Current Liabilities    34,047       30,863         79,943        (88,582)      56,271

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,000            -              -              -        2,000
  Postretirement benefits      12,863            -            414              -       13,277
  Deferred expenses,
    pension and other          32,032          249          1,494              -       33,775
  Interest payable to
    Holdings                   11,062            -              -              -       11,062
                             ________     ________       ________      _________     ________

                               57,957          249          1,908              -       60,114

LONG-TERM DEBT, less
  current maturities          213,226          352          8,610              -      222,188

COMMON SHAREHOLDERS'
  INVESTMENT                   25,201       (7,952)        15,055        (15,132)      17,172
                             ________     ________       ________      _________     ________

                             $330,431     $ 23,512       $105,516      $(103,714)    $355,745

</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                   Six Months Ended June 30, 2002
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>

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

</TABLE>




<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
(Increase) 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 long-term
  debt and other bank
  borrowings                     (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>




               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, 2002
and 2001.

   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, 2002 and December 31, 2001 were
as follows:
                          June 30,      December 31,
                            2002            2001
                            (Dollars in Thousands)

   Working capital        $ 48,872        $114,336
   Current ratio          1.4 to 1        3.0 to 1

   The decrease in working capital and current ratio in 2002 was primarily
due to the classification of borrowings under the Company's new Loan and
Security Agreement with GMAC Business Credit, LLC (the "Loan and Security
Agreement") at June 30, 2002 as a current liability since these borrowings are
due January 2, 2003.  At December 31, 2001, borrowings under the Company's
previous credit agreement were classified as long-term debt.  Also, fees
payable to American Industrial Partners of $5,089,000 under a management
services agreement are included in current liabilities at June 30, 2002.  At
December 31, 2001, these accrued fees totalled $4,364,000 and were classified
as long-term.  Payment of these fees is subject to certain restrictions in the
Loan and Security Agreement

   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").  The Company is required to maintain certain
minimum EBITDA levels under its Loan and Security Agreement.  EBITDA as
defined under this agreement does not differ materially from Adjusted EBITDA
as calculated below.  The Adjusted EBITDA calculation is not an alternative to
operating income under generally accepted accounting principles as an
indicator of operating performance or to cash flows as a measure of liquidity.
The following table reconciles Loss Before Income Taxes to Adjusted EBITDA:

                   Quarters Ended June 30,       Six Months Ended June 30,
                     2002           2001           2002             2001
                                   (Dollars in Thousands)
Loss before
 income taxes      $ (1,220)      $ (5,528)      $ (3,198)        $(10,033)
Non-cash expenses:
 Depreciation         2,708          2,823          5,339            5,626
 Amortization         1,173          1,433          2,006            2,752
 (Gain) loss
  on sale of
  fixed assets            -             72             (8)             731
Interest expense      4,676          5,321          9,275           10,742
                   ________       ________       ________         ________

Adjusted
 EBITDA            $  7,337       $  4,121       $ 13,414         $  9,818


   On March 7, 2002, the Company entered into the Loan and Security
Agreement which provides the Company with an $85,000,000 senior secured
revolving credit facility.  The Loan and Security Agreement expires on
January 2, 2003.  Outstanding borrowings bear interest equal to either the
prime rate plus an applicable margin (2% to 2.25%) or LIBOR plus an applicable
margin (3.5% to 3.75%) and are subject to a borrowing base formula based on
receivables and inventory.  Borrowings under the Loan and Security Agreement
at June 30, 2002 were $68,395,000 at a weighted average interest rate of 6.0%
and were classified as a current liability.  Proceeds from the Loan and
Security Agreement were used to repay in full all outstanding borrowings under
the Company's previous credit agreement with Bank One, Wisconsin (the "Credit
Agreement") and under the Bucyrus Canada Limited revolving term loan (see
below), and were used to pay $3,625,000 of interest due March 15 on the Senior
Notes (see below).  Substantially all of the domestic assets of the Company
(excluding real property) and the receivables and inventory of the Company's
Canadian subsidiary are pledged as collateral under the Loan and Security
Agreement.  In addition, all outstanding capital stock of the Company and its
domestic subsidiaries as well as 65% of the capital stock of the Company's
foreign subsidiaries are pledged as collateral.  At June 30, 2002, the amount
available for borrowings under the Loan and Security Agreement was $5,461,000.
This amount has been reduced by $5,000,000 which is the minimum availability
the Company must maintain at all times.

   The Company has outstanding $150,000,000 of 9-3/4% Senior Notes due 2007
(the "Senior Notes").  Interest thereon is payable each March 15 and
September 15.  During 2000, Holdings acquired $75,635,000 of the Company's
Senior Notes.  Holdings has agreed as part of the Loan and Security Agreement
(and previously the Credit Agreement) to defer the receipt of interest on
these Senior Notes during the life of the agreement.  At June 30, 2002 and
December 31, 2001, $14,749,000 and $11,062,000, respectively, of interest was
accrued and payable to Holdings.  An 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.

   Both the Loan and Security Agreement and the Senior Notes indenture
contain certain covenants which may affect the Company's liquidity and capital
resources.  The Loan and Security Agreement contains a number of financial
covenants which, among other items, require the Company (A) to maintain
certain financial ratios, including: (i) leverage ratio (as defined); and
(ii) fixed charge coverage ratio; and (B) to maintain minimum levels of EBITDA
(as defined).  At June 30, 2002, the Company was in compliance with all
covenants.

   On April 30, 2002, Bucyrus Canada Limited, a wholly-owned subsidiary of
the Company, entered into a new C$3,510,000 mortgage loan on its facility.
The term of the mortgage loan is 15 years at an initial rate of 7.55% which is
fixed for the first five years.  The balance outstanding at June 30, 2002 was
C$3,489,000.  Previously, Bucyrus Canada Limited had a C$15,000,000 credit
facility with The Bank of Nova Scotia.  On March 7, 2002, the outstanding
balance of C$9,083,000 under the C$10,000,000 revolving term loan portion of
this facility was paid in full with proceeds from the Loan and Security
Agreement.  On April 30, 2002, Bucyrus Canada Limited paid the remaining non-
revolving term loan portion in full with proceeds from the new mortgage loan.
The mortgage loan contains a number of financial covenants which, among other
items, require the Company to maintain certain financial ratios on an annual
basis.  At June 30, 2002, Bucyrus Canada Limited was in compliance with all
applicable covenants.

   In December 2001, the Company, as a policyholder, received an allocation
of 369,918 shares as a result of the demutualization of The Principal
Financial Group.  Net proceeds from the sale of these shares by the Company
were $8,704,000.  Of the net proceeds, $2,974,000 was received on January 2,
2002 for shares sold in 2001 and is included in Receivables in the
Consolidated Condensed Balance Sheet at December 31, 2001.

   On January 4, 2002, the Company completed a sale and leaseback
transaction for a portion of its land and buildings in South Milwaukee,
Wisconsin.  The term of the lease is twenty years with options for renewals.
Net proceeds received from this transaction were $7,157,000 less $500,000
required as a security deposit.

   Operating Losses

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

   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 Loan and Security
Agreement and the Senior Notes Indenture, satisfy its debt service obligations
and fund operating activities under all circumstances.  At this time, the
Company continues to believe that future cash flows will be sufficient to
recover the carrying value of its long-lived assets.

   Capital Resources

   At June 30, 2002, the Company had approximately $750,000 of open capital
appropriations.  The Company's capital expenditures for the six months ended
June 30, 2002 were $2,898,000 compared with $1,448,000 for the six months
ended June 30, 2001.  Included in capital expenditures for the first six
months of 2002 was approximately $800,000 related to the contruction of a new
facility in Gillette, Wyoming.  During the second six months of 2002, the
Company expects to spend closer to the levels of recent years.

Capitalization

   The long-term debt to equity ratio at June 30, 2002 and December 31, 2001
was 14.1 to 1 and 12.9 to 1, respectively.  The long-term debt to total
capitalization ratio at June 30, 2002 and December 31, 2001 was .7 to 1 and
..9 to 1, respectively.  If borrowings under the Revolving Credit Facility at
June 30, 2002 were classified as long-term, the long-term debt to equity ratio
and long-term debt to total capitalization ratio at June 30, 2002 would have
been 20.3 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 other short-term obligations.

Results Of Operations

   Net Sales

   Net sales for the quarter and six months ended June 30, 2002 were
$75,627,000 and $140,057,000, respectively, compared with $67,646,000 and
$132,348,000 for the quarter and six months ended June 30, 2001, respectively.
Net sales of repair parts and services for the quarter and six months ended
June 30, 2002 were $63,216,000 and $114,616,000, respectively, which was an
increase of 19.9% and 12.4% from the quarter and six months ended June 30,
2001, respectively.  Net machine sales for the quarter and six months ended
June 30, 2002 were $12,411,000 and $25,441,000, respectively, which was a
decrease of 16.9% and 16.1% from the quarter and six months ended June 30,
2001, respectively.  The changes between periods were primarily due to
fluctuations in volume.

   Cost of Products Sold

   Cost of products sold for the quarter ended June 30, 2002 was $61,685,000
or 81.6% of net sales compared with $58,075,000 or 85.9% of net sales for the
quarter ended June 30, 2001.  For the six months ended June 30, 2002, cost of
products sold was $113,856,000 or 81.3% of net sales compared with
$110,774,000 or 83.7% of net sales for the six months ended June 30, 2001.
The reduction in cost of products sold as a percentage of net sales for 2002
was primarily due to the improved mix of aftermarket sales.  Also included in
cost of products sold for the six months ended June 30, 2002 and 2001 was
$2,631,000 and $2,606,000, 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, 2002 were $10,573,000 or 14.0% of net
sales compared with $9,893,000 or 14.6% of net sales for the quarter ended
June 30, 2001.  The amounts for the six months ended June 30, 2002 and 2001
were $20,265,000 or 14.5% of net sales and $21,085,000 or 15.9% 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, as a result of the adoption of SFAS 142, goodwill and
intangible asset amortization expense decreased by $661,000 and $1,323,000 for
the quarter and six months ended June 30, 2002, respectively.  Excluding the
effects of these items, engineering and field service, selling, administrative
and miscellaneous expenses for the quarter and six months ended June 30, 2001
were 13.5% and 14.4%, respectively.

   Interest Expense

   Interest expense for the quarter and six months ended June 30, 2002 was
$4,676,000 and $9,275,000, respectively, compared with $5,321,000 and
$10,742,000 for the quarter and six months ended June 30, 2001, respectively.
The decrease in interest expense in 2002 was primarily due to reduced interest
rates on revolver borrowings.  Included in interest expense for the quarters
and six months ended June 30, 2002 and 2001 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, 2002 and 2001 includes
$1,844,000 and $3,687,000, respectively, related to the Senior Notes acquired
by Holdings.  Holdings has agreed as part of the Loan and Security Agreement
(and previously Credit Agreement) to defer the receipt of interest on these
Senior Notes during the life of the agreement.

   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, 2002 was
$2,259,000 and $4,843,000, respectively, compared with a net loss of
$6,021,000 and $10,626,000 for the quarter and six months ended June 30, 2001,
respectively.  Non-cash depreciation and amortization charges for the quarter
and six months ended June 30, 2002 were $3,881,000 and $7,345,000,
respectively, compared with $4,256,000 and $8,378,000 for the quarter and six
months ended June 30, 2001, respectively.

   New Orders and Backlog

   New orders for the quarter and six months ended June 30, 2002 were
$75,629,000 and $132,547,000, respectively, compared with $168,127,000 and
$217,404,000 for the quarter and six months ended June 30, 2001, respectively.
New machine orders for the quarter and six months ended June 30, 2002 were
$24,049,000 and $24,169,000, respectively, compared with $8,503,000 and
$11,325,000 for the quarter and six months ended June 30, 2001, respectively.
During the second quarter of 2002, the Company received an order for a walking
dragline to be used in coal mining in North Dakota.  Copper prices remain at
low levels compared to the mid 1990's which has negatively impacted demand for
the Company's machines.  New repair parts and service orders for the quarter
and six months ended June 30, 2002 were $51,580,000 and $108,378,000,
respectively, compared with $159,624,000 and $206,079,000 for the quarter and
six months ended June 30, 2001, respectively.  The amounts for the quarter and
six months ended June 30, 2001 include orders received related to two
maintenance and repair contracts, a machine move and a mining contract.

   The Company's consolidated backlog on June 30, 2002 was $222,242,000
compared with $229,752,000 at December 31, 2001 and $249,464,000 at June 30,
2001.  Machine backlog at June 30, 2002 was $31,266,000 compared with
$32,538,000 at December 31, 2001 and $3,825,000 at June 30, 2001.  Repair
parts and service backlog at June 30, 2002 was $190,976,000 compared with
$197,214,000 at December 31, 2001 and $245,639,000 at June 30, 2001.  A
portion of this backlog is related to multi-year contracts which will generate
revenue in future years.




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


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

   Interest Rates

   The Company's interest rate exposure relates primarily to debt
obligations in the United States.  The Company manages its borrowings under
the Loan and Security Agreement through the selection of LIBOR based
borrowings or prime-rate based borrowings.  The Company's Senior Notes are at
a fixed rate.  If market conditions warrant, interest rate swaps may be used
to adjust interest rate exposures, although none have been used to date.  The
Company believes that a 10% change in the Company's weighted average interest
rate at June 30, 2002 would have the effect of changing the Company's interest
expense on an annual basis by approximately $400,000.

   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 June 30, 2002, 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:

               Form 8-K dated June 18, 2002, filed June 24, 2002:

               Item 4.   Changes In Registrant's Certifying Accountant

               Item 7.   Financial Statements and Exhibits




                                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 12, 2002          /s/Craig R. Mackus
                                 Craig R. Mackus
                                 Secretary and Controller
                                 Principal Accounting Officer


Date    August 12, 2002          /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, 2002

                                        Incorporated
Exhibit                                  Herein By              Filed
Number   Description                     Reference             Herewith

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

99.1    Certification of Chief                                    X
        Executive Officer pursuant
        to 18 U.S.C. Section 1350,
        as adopted pursuant to
        Section 906 of the
        Sarbanes-Oxley Act of 2002.

99.2    Certification of Secretary                                X
        and Controller pursuant to
        18 U.S.C. Section 1350, as
        adopted pursuant to Section
        906 of the Sarbanes-Oxley
        Act of 2002.