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, 1999

                                    OR

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

          For the transition period from __________ to __________


                       Commission file number 1-871


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


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

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

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

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

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

                        Yes   X                No

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

          Class                                 Outstanding November 11, 1999

Common Stock, $.01 par value                             1,442,900



               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, 1999
           and 1998                                                  4

           Consolidated Condensed Statements of Comprehensive
           Income (Loss) - Quarters and nine months ended
           September 30, 1999 and 1998                               5

           Consolidated Condensed Balance Sheets -
           September 30, 1999 and December 31, 1998                6-7

           Consolidated Condensed Statements of Cash Flows -
           Nine months ended September 30, 1999 and 1998             8

           Notes to Consolidated Condensed Financial
           Statements                                             9-20

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                  21-27


Part II. OTHER INFORMATION:

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

         Signature Page                                             29


<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,
                                 1999           1998               1999           1998
<S>                           <C>            <C>                <C>            <C>
Revenues:
  Net sales                   $   75,977     $   76,149         $  241,136     $  229,890
  Other income                       723            275              1,495            791
                              __________     __________         __________     __________

                                  76,700         76,424            242,631        230,681
                              __________     __________         __________     __________
Costs and Expenses:
  Cost of products sold           61,900         60,737            195,822        190,856
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        12,035         11,182             36,283         34,830
  Interest expense                 4,903          4,819             14,387         14,023
                              __________     __________         __________     __________

                                  78,838         76,738            246,492        239,709
                              __________     __________         __________     __________

Loss before income taxes          (2,138)          (314)            (3,861)        (9,028)

Income taxes                         660            554              1,789          1,202
                              __________     __________         __________     __________

Net loss                      $   (2,798)    $     (868)        $   (5,650)    $  (10,230)


Net loss per share
  of common stock:

    Basic                     $    (1.94)    $     (.60)        $    (3.92)    $    (7.13)


    Diluted                   $    (1.94)    $     (.60)        $    (3.92)    $    (7.13)

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

<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                  CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                       (Dollars in Thousands)
<CAPTION>
                              Quarters Ended September 30,    Nine Months Ended September 30,
                                 1999           1998               1999           1998

<S>                           <C>            <C>                <C>            <C>
Net loss                      $   (2,798)    $     (868)        $   (5,650)    $  (10,230)

Other comprehensive income (loss) -
  foreign currency translation
  adjustments                        (47)          (618)            (3,171)        (5,208)
                              __________     __________         __________     __________

Comprehensive loss            $   (2,845)    $   (1,486)        $   (8,821)    $  (15,438)

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


<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                              September 30,     December 31,                                  September 30,    December 31,
                                  1999              1998                                          1999             1998
<S>                           <C>               <C>             <C>                           <C>              <C>
ASSETS                                                          LIABILITIES AND COMMON
CURRENT ASSETS:                                                  SHAREHOLDERS' INVESTMENT
 Cash and cash                                                  CURRENT LIABILITIES:
  equivalents                   $  6,266          $  8,821       Accounts payable and
 Receivables                      61,569            61,727        accrued expenses              $ 54,687         $ 54,950
 Inventories                     129,027           113,226       Liabilities to customers
 Prepaid expenses and                                             on uncompleted contracts
  other current assets             7,127             6,381        and warranties                   9,711            3,168
                                ________          ________       Income taxes                        589              950
                                                                 Short-term obligations              180              513
 Total Current Assets            203,989           190,155       Current maturities of
                                                                  long-term debt                   1,246            1,006
OTHER ASSETS:                                                                                   ________         ________
 Restricted funds                                                Total Current
  on deposit                         466               476        Liabilities                     66,413           60,587
 Goodwill                         69,915            71,835
 Intangible assets - net          40,913            42,573      LONG-TERM LIABILITIES:
 Other assets                     10,861            11,526       Liabilities to customers on
                                ________          ________        uncompleted contracts
                                                                  and warranties                   5,300            5,414
                                 122,155           126,410       Postretirement benefits          13,973           14,188
                                                                 Deferred expenses
PROPERTY, PLANT AND EQUIPMENT:                                    and other                       13,741           14,585
 Cost                            118,807           110,960                                      ________         ________
 Less accumulated
  depreciation                   (17,831)          (10,330)                                       33,014           34,187
                                ________          ________      LONG-TERM DEBT, less
                                                                 current maturities              216,526          202,308
                                 100,976           100,630
                                                                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      144,451          144,296
                                                                 Treasury stock - 1,750
                                                                  shares, at cost                   (156)               -
                                                                 Notes receivable from
                                                                  shareholders                      (524)            (400)
                                                                 Accumulated deficit             (21,072)         (15,422)
                                                                 Accumulated other
                                                                  comprehensive income           (11,546)          (8,375)
                                                                                                ________         ________

                                                                                                 111,167          120,113
                                ________          ________                                      ________         ________

                                $427,120          $417,195                                      $427,120         $417,195
<FN>

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



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

                                          Nine Months Ended September 30,
                                             1999             1998

Net Cash Used In Operating Activities     $   (4,278)      $  (16,335)
                                          __________       __________
Cash Flows From Investing Activities
Decrease in restricted funds on deposit           10              583
Purchases of property, plant
  and equipment                               (4,870)          (9,578)
Proceeds from sale of property, plant
  and equipment                                  106            1,185
Purchase of Bennett & Emmott (1986) Ltd.      (7,005)               -
                                          __________       __________

Net cash used in investing activities        (11,759)          (7,810)
                                          __________       __________
Cash Flows From Financing Activities
Net increase in long-term debt
  and other bank borrowings                   14,125           24,319
Proceeds from issuance of common
  stock                                            -              780
Purchase of treasury stock                      (156)               -
                                          __________       __________
Net cash provided by financing
  activities                                  13,969           25,099
                                          __________       __________
Effect of exchange rate changes
  on cash                                       (487)            (884)
                                          __________       __________
Net increase (decrease) in
  cash and cash equivalents                   (2,555)              70
Cash and cash equivalents at
  beginning of period                          8,821           15,071
                                          __________       __________
Cash and cash equivalents at
  end of period                           $    6,266       $   15,141



Supplemental Disclosures of Cash Flow Information

                                             1999             1998
Cash paid during the period for:
  Interest                                $   17,678       $   16,966
  Income taxes - net of refunds                1,406            1,158


         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.

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 1998
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 29, 1999.

3. Inventories consist of the following:

                                     September 30,     December 31,
                                          1999             1998
                                         (Dollars in Thousands)

   Raw materials and parts             $ 12,787          $  9,443
   Costs relating to
     uncompleted contracts                3,299             4,503
   Customers' advances offset
     against costs incurred on
     uncompleted contracts               (2,085)           (2,296)
   Work in process                       29,042            22,724
   Finished products (primarily
     replacement parts)                  85,984            78,852


                                       $129,027          $113,226


   Effective August 1, 1999, certain parts inventories previously classified
   as raw materials and parts are now classified as finished products
   (primarily replacement parts).  Reclassifications have been made to the
   December 31, 1998 inventory balances to present them on a basis
   consistent with the current year.

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.  Although the Company has stock options outstanding,
   none of these options are dilutive.  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,
                        1999          1998           1999          1998
                               (Dollars in Thousands, Except
                                    Per Share Amounts)
Basic and Diluted

 Net loss            $   (2,798)   $     (868)    $   (5,650)   $  (10,230)


 Weighted average
  shares outstanding  1,442,187     1,438,100      1,442,344     1,435,957


 Net loss per share  $    (1.94)   $     (.60)    $    (3.92)   $    (7.13)

5. In June, 1999, the Financial Accounting Standards Board issued Statement
   of Financial Accounting Standards No. 137, "Accounting for Derivative
   Instruments and Hedging Activities - Deferral of the Effective Date of
   FASB Statement No. 133."  SFAS 133 is now effective for fiscal years
   beginning after June 15, 2000.  SFAS 133 establishes accounting and
   reporting standards requiring that every derivative instrument (including
   certain derivative instruments embedded in other contracts) be recorded
   in the balance sheet as either an asset or liability measured at its fair
   value.  SFAS 133 requires that changes in the derivative's fair value be
   recognized currently in earnings unless specific hedge accounting
   criteria are met.  Special accounting for qualifying hedges allows a
   derivative's gains and losses to offset related results on the hedged
   item in the income statement, and requires that the Company must formally
   document, designate and assess the effectiveness of transactions that
   receive hedge accounting.

   The Company may implement SFAS 133 as of the beginning of any fiscal
   quarter.  SFAS 133 cannot be applied retroactively.  Based on the
   Company's current transactions involving derivative instruments and
   hedging, management believes adoption of SFAS 133 will not have a
   material effect on the Company's financial position or results of
   operations.

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


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                  Quarter Ended September 30, 1999
                                       (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>         <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $ 43,825     $  9,657       $ 37,955      $(15,460)     $ 75,977
  Other income                   2,078            0            122        (1,477)          723
                              ________     ________       ________      ________      ________

                                45,903        9,657         38,077       (16,937)       76,700
                              ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold         36,883        8,675         31,802       (15,460)       61,900
  Engineering and field
    service, selling
    administrative
    and miscellaneous
    expenses                     7,792          496          3,747             -        12,035
  Interest expense               4,707          439          1,234        (1,477)        4,903
                              ________     ________       ________      ________      ________

                                49,382        9,610         36,783       (16,937)       78,838
                              ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries     (3,479)          47          1,294             0        (2,138)
Income taxes                       179           10            471             -           660
                              ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries     (3,658)          37            823             0        (2,798)

Equity in net earnings of
  consolidated subsidiaries        860            -              -          (860)            -
                              ________     ________       ________      ________      ________

Net earnings (loss)           $ (2,798)    $     37       $    823      $   (860)     $ (2,798)
</TABLE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                  Quarter Ended September 30, 1998
                                       (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>        <C>            <C>           <C>              <C>

Revenues:
  Net sales                   $ 50,015     $ 11,114       $ 28,688      $(13,668)     $ 76,149
  Other income                   1,052            -            273        (1,050)          275


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


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


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


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


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

Equity in net earnings
  of consolidated
  subsidiaries                     188            -              -          (188)            -


Net earnings (loss)           $   (918)    $    281       $    (93)     $   (138)     $   (868)
</TABLE


</TABLE>
<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                Nine Months Ended September 30, 1999
                                       (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor        Other                    Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                   $158,570     $ 29,122       $121,143      $(67,699)     $241,136
  Other income                   4,532            1            442        (3,480)        1,495
                              ________     ________       ________      ________      ________

                               163,102       29,123        121,585       (71,179)      242,631
                              ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        132,976       26,083        103,948       (67,185)      195,822
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                    23,813        1,643         10,827             -        36,283
  Interest expense              13,994        1,267          2,606        (3,480)       14,387
                              ________     ________       ________      ________      ________

                               170,783       28,993        117,381       (70,665)      246,492
                              ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries     (7,681)         130          4,204          (514)       (3,861)
Income taxes                       460           43          1,286             -         1,789
                              ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries     (8,141)          87          2,918          (514)       (5,650)

Equity in net earnings of
  consolidated subsidiaries      3,005            -              -        (3,005)            -
                              ________     ________       ________      ________      ________

Net earnings (loss)           $ (5,136)    $     87       $  2,918      $ (3,519)     $ (5,650)
</TABLE>


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


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


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


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


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


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

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


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


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         September 30, 1999
                                       (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   $      -     $     41       $  6,225      $       -     $  6,266
  Receivables                   33,856        4,832         22,881              -       61,569
  Intercompany receivables      70,568        3,239          6,644        (80,451)           -
  Inventories                   74,405        3,263         50,331          1,028      129,027
  Prepaid expenses and
    other current assets           987          447          5,693              -        7,127
                              ________     ________       ________      _________     ________

  Total Current Assets         179,816       11,822         91,774        (79,423)     203,989

OTHER ASSETS:
  Restricted funds on deposit        -            -            466              -          466
  Goodwill                      69,915            -              -              -       69,915
  Intangible assets - net       40,843           70              -              -       40,913
  Other assets                   9,184            -          1,677              -       10,861
  Investment in subsidiaries    24,012            -              -        (24,012)           -
                              ________     ________       ________      _________     ________

                               143,954           70          2,143        (24,012)     122,155

PROPERTY, PLANT AND
 EQUIPMENT - net                72,617       13,618         14,741              -      100,976
                              ________     ________       ________      _________     ________

                              $396,387     $ 25,510       $108,658      $(103,435)    $427,120

LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses          $ 32,147     $  1,708       $ 21,055      $    (223)    $ 54,687
  Intercompany payables              -       21,967         52,172        (74,139)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties               9,046            -            665              -        9,711
  Income taxes                     118           32            439              -          589
  Short-term obligations           142            -             38              -          180
  Current maturities of
    long-term debt                 408            -            838              -        1,246
                              ________     ________       ________      _________     ________

  Total Current Liabilities     41,861       23,707         75,207        (74,362)      66,413

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties               4,725            -            575              -        5,300
  Postretirement benefits       13,454            -            519              -       13,973
  Deferred expenses and other   12,154          261          1,326              -       13,741
                              ________     ________       ________      _________     ________

                                30,333          261          2,420              -       33,014

LONG-TERM DEBT, less
  current maturities           207,965            -          8,561              -      216,526

COMMON SHAREHOLDERS'
  INVESTMENT                   116,228        1,542         22,470        (29,073)     111,167
                              ________     ________       ________      _________     ________

                              $396,387     $ 25,510       $108,658      $(103,435)    $427,120
</TABLE>

<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 1998
                                       (Dollars in Thousands)

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

CURRENT ASSETS:
  Cash and cash equivalents   $      -     $     60       $  8,761      $       -     $  8,821
  Receivables                   32,414        3,926         25,387              -       61,727
  Intercompany receivables      77,179        1,855          1,365        (80,399)           -
  Inventories                   67,052        4,728         43,056         (1,610)     113,226
  Prepaid expenses and
    other current assets           763          596          5,022              -        6,381
                              ________     ________       ________      _________     ________

  Total Current Assets         177,408       11,165         83,591        (82,009)     190,155

OTHER ASSETS:
  Restricted funds on deposit        -            -            476              -          476
  Goodwill                      71,835            -              -              -       71,835
  Intangible assets - net       42,441          132              -              -       42,573
  Other assets                   9,556            -          1,970              -       11,526
  Investment in subsidiaries    25,725            -              -        (25,725)           -
                              ________     ________       ________      _________     ________

                               149,557          132          2,446        (25,725)     126,410

PROPERTY, PLANT AND
  EQUIPMENT - net               75,286       14,894         10,450              -      100,630
                              ________     ________       ________      _________     ________

                              $402,251     $ 26,191       $ 96,487      $(107,734)    $417,195


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses          $ 42,501     $  1,597       $ 11,185      $    (333)    $ 54,950
  Intercompany payables              -       22,906         54,808        (77,714)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties               2,526            -            642              -        3,168
  Income taxes                     186           28            736              -          950
  Short-term obligations           513            -              -              -          513
  Current maturities of
    long-term debt                 168            -            838              -        1,006
                              ________     ________       ________      _________     ________

  Total Current Liabilities     45,894       24,531         68,209        (78,047)      60,587

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties               4,839            -            575              -        5,414
  Postretirement benefits       13,645            -            543              -       14,188
  Deferred expenses and other   13,052          206          1,327              -       14,585
                              ________     ________       ________      _________     ________

                                31,536          206          2,445              -       34,187

LONG-TERM DEBT, less
  current maturities           200,746            -          1,562              -      202,308

COMMON SHAREHOLDERS'
  INVESTMENT                   124,075        1,454         24,271        (29,687)     120,113
                              ________     ________       ________      _________     ________

                              $402,251     $ 26,191       $ 96,487      $(107,734)    $417,195
</TABLE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                Nine Months Ended September 30, 1999
                                       (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      $ (3,676)    $    303       $   (905)     $      -      $ (4,278)
                              ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                   -            -             10             -            10
Purchases of property,
  plant and equipment           (3,260)        (334)        (1,276)            -        (4,870)
Proceeds from sale of
  property, plant and
  equipment                          4           12             90             -           106
Purchase of Bennett &
  Emmott (1986) Ltd.                 -            -         (7,005)            -        (7,005)
                              ________     ________       ________      ________      ________
Net cash used in
  investing activities          (3,256)        (322)        (8,181)            -       (11,759)
                              ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings                7,088            -          7,037             -        14,125
Purchase of treasury stock        (156)           -              -             -          (156)
                              ________     ________       ________      ________      ________
Net cash provided by
  financing activities           6,932            -          7,037             -        13,969
                              ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                    -            -           (487)            -          (487)
                              ________     ________       ________      ________      ________
Net decrease in cash and
  cash equivalents                   -          (19)        (2,536)            -        (2,555)
Cash and cash equivalents
  at beginning of period             -           60          8,761             -         8,821
                              ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period            $      -     $     41       $  6,225      $      -      $  6,266
</TABLE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                Nine Months Ended September 30, 1998
                                       (Dollars in Thousands)
<CAPTION>
                               Parent     Guarantor       Other                     Consolidated
                              Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                           <C>        <C>            <C>           <C>           <C>

Net Cash Provided By (Used
In) Operating Activities      $(19,675)    $  2,670       $    670      $      -      $(16,335)


Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                   -            -            583             -           583
Purchases of property,
  plant and equipment           (5,728)      (2,743)        (1,107)            -        (9,578)
Proceeds from sale of
  property, plant and
  equipment                          -            -          1,185             -         1,185

Net cash provided by
  (used in) investing
  activities                    (5,728)      (2,743)           661             -        (7,810)


Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings               24,623            -           (304)            -        24,319
Proceeds from issuance
  of common stock                  780            -              -             -           780

Net cash provided by (used in)
  financing activities          25,403            -           (304)            -        25,099

Effect of exchange rate
  changes on cash                    -            -           (884)            -          (884)

Net (decrease) increase
  in cash and cash
  equivalents                        -          (73)           143             -            70
Cash and cash equivalents
  at beginning of period             -          103         14,968             -        15,071

Cash and cash equivalents
  at end of period            $      -     $     30       $ 15,111      $      -      $ 15,141
</TABLE>

               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,
1999 and 1998.

   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, 1999 and December 31, 1998
were as follows:
                          September 30,     December 31,
                              1999              1998
                              (Dollars in Thousands)

   Working capital          $137,576          $129,568
   Current ratio            3.1 to 1          3.1 to 1

   The increase in working capital is primarily due to an increase in unsold
new machine inventory.

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

                            Quarters Ended         Nine Months Ended
                            September 30,            September 30,
                         1999        1998         1999           1998
                                   (Dollars in Thousands)
Loss before
 income taxes         $ (2,138)   $   (314)     $ (3,861)      $ (9,028)
Non-cash expenses:
 Depreciation            2,825       2,532         8,285          7,631
 Amortization            1,412       1,589         4,225          4,318
 (Gain) loss on sale
  of fixed assets          (14)          6            14            (29)
 Inventory fair
  value adjustment
  charged to cost
  of products
  sold                       -           -             -          6,925
Interest expense         4,903       4,819        14,387         14,023


Adjusted EBITDA       $  6,988    $  8,632      $ 23,050       $ 23,840


   The Company has a credit agreement with Bank One, Wisconsin 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 Revolving Credit Agreement expires on May 31,
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, 1999 were $57,100,000 at a
weighted average interest rate of 8.2%.  The issuance of standby letters of
credit under the Revolving Credit Facility and certain other bank facilities
reduces the amount available for direct borrowings under the Revolving Credit
Facility.  At September 30, 1999, there were $14,282,000 of standby letters of
credit outstanding under the various 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, 1999 was $8,365,000.

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

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

   Capital Resources

   At September 30, 1999, the Company had approximately $2,215,000 of open
capital appropriations.  The Company's capital expenditures for the nine
months ended September 30, 1999 were $4,870,000 compared with $9,578,000 for
the nine months ended September 30, 1998.  In the near term, the Company
currently anticipates spending closer to the 1999 level.

Capitalization

   The long-term debt to equity ratio at September 30, 1999 and December 31,
1998 was 1.9 to 1 and 1.7 to 1, respectively.  The long-term debt to total
capitalization ratio at September 30, 1999 and December 31, 1998 was .7 to 1
and .6 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, 1999 were
$75,977,000 and $241,136,000, respectively, compared with $76,149,000 and
$229,890,000 for the quarter and nine months ended September 30, 1998,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 1999 were $50,532,000 and $156,534,000,
respectively, which is a decrease of $449,000 or .9% and $3,785,000 or 2.4%
from the quarter and nine months ended September 30, 1998, respectively.  Net
machine sales for the quarter and nine months ended September 30, 1999 were
$25,445,000 and $84,602,000, respectively, which is an increase of 1.1% and
21.6% from the quarter and nine months ended September 30, 1998, respectively.
The year-to-date increase was primarily in dragline volume and reflects the
orders for three partial draglines in India in 1998 and one dragline in
Australia in 1997.

   Cost of Products Sold

   Cost of products sold for the quarter ended September 30, 1999 was
$61,900,000 or 81.5% of net sales compared with $60,737,000 or 79.8% of net
sales for the quarter ended September 30, 1998.  For the nine months ended
September 30, 1999, cost of products sold was $195,822,000 or 81.2% of net
sales compared with $190,856,000 or 83.0% of net sales for the nine months
ended September 30, 1998.  During the second quarter of 1998, the Company
reduced cost of sales by $1,210,000 as a result of a change in the Company's
short-term disability plan.  Included in cost of products sold for the nine
months ended September 30, 1998 were charges of $6,925,000 recorded in the
first quarter of 1998 as a result of the fair value adjustments to inventory
being charged to cost of products sold as the inventory was sold.  The fair
value adjustments were made as a result of the acquisition of the Company by
American Industrial Partners Acquisition Company ("AIPAC").  Excluding the
effect of the inventory fair value adjustments, cost of products sold for the
nine months ended September 30, 1998 as a percentage of net sales was 80.0%.
Also included in cost of products sold for 1999 and 1998 was $3,596,000 and
$3,246,000, respectively, of additional depreciation expense as a result of
the fair value adjustment to plant and equipment in connection with the
acquisition of the Company by AIPAC.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended September 30, 1999 were $12,035,000 or 15.8% of
net sales compared with $11,182,000 or 14.7% of net sales for the quarter
ended September 30, 1998.  The amounts for the nine months ended September 30,
1999 and 1998 were $36,283,000 or 15.0% of net sales and $34,830,000 or 15.2%
of net sales, respectively.  Included in the amounts for the nine months ended
September 30, 1999 was $508,000 of severance expense.  The amounts for the
nine months ended September 30, 1998 were reduced by $563,000 as a result of a
change in the Company's short-term disability plan.

   Interest Expense

   Interest expense, including interest expense related to the Senior Notes,
for the quarter and nine months ended September 30, 1999 was $4,903,000 and
$14,387,000, respectively, compared with $4,819,000 and $14,023,000 for the
quarter and nine months ended September 30, 1998, respectively.

   Income Taxes

   Income tax expense consists primarily of foreign taxes at applicable
statutory rates.  For the nine months ended September 30, 1998, income tax
expense is net of a $431,000 benefit related to foreign fair value adjustments
to inventory charged to cost of product sold.  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, 1999 was
$2,798,000 and $5,650,000, respectively, compared with a net loss of $868,000
and $10,230,000 for the quarter and nine months ended September 30, 1998,
respectively.  Included in net loss for the nine months ended September 30,
1998 was $6,267,000 (net of tax) of the inventory fair value adjustment which
was charged to cost of products sold.  Non-cash depreciation and amortization
charges for the quarter and nine months ended September 30, 1999 were
$4,237,000 and $12,510,000, respectively, compared with $4,121,000 and
$11,949,000, respectively, for the quarter and nine months ended September 30,
1998.

   Backlog and New Orders

   The Company's consolidated backlog on September 30, 1999 was $219,802,000
compared with $262,457,000 at December 31, 1998 and $178,238,000 at
September 30, 1998.  Machine backlog at September 30, 1999 was $69,866,000,
which is a decrease of 38.6% from December 31, 1998 and an increase of 18.3%
from September 30, 1998.  During 1999, there has been a decrease in both
electric mining shovel and dragline backlog.  During the second quarter of
1997, the Company executed a contract with an Australian mining company for
the sale of a Model 2570WS dragline which is scheduled for completion early in
the year 2000.  Included in backlog at September 30, 1999, December 31, 1998
and September 30, 1998 was $6,709,000, $27,273,000 and $40,923,000,
respectively, related to this machine.  During the fourth quarter of 1998, the
Company sold four electric mining shovels and three blasthole drills to a
customer in Peru for a new copper mine in that country.  Also, during the
fourth quarter of 1998, the Company sold three partial draglines to a customer
in India.  Repair parts and service backlog at September 30, 1999 was
$149,936,000, which is an increase of .8% from December 31, 1998 and an
increase of 25.8% from September 30, 1998.  The increase in repair parts and
service backlog from September 30, 1998 was primarily due to a maintenance and
repair contract sold in connection with the aforementioned machine sales to
the customer in Peru in the fourth quarter of 1998 and a ten year shovel parts
supply agreement to a customer in Western Canada in the third quarter of 1999.

   New orders for the quarter and nine months ended September 30, 1999 were
$88,380,000 and $198,481,000, respectively, which is an increase of 55.2% and
3.3% from the quarter and nine months ended September 30, 1998, respectively.
New machine orders for the quarter and nine months ended September 30, 1999
were $13,031,000 and $40,766,000, respectively, which is an increase of 184.1%
and 29.5% from the quarter and nine months ended September 30, 1998,
respectively.  The increase in new machines for the quarter ended
September 30, 1999 was primarily in electric mining shovels while the increase
for the nine months ended September 30, 1999 was primarily in blasthole
drills.  New repair parts and service orders for the quarter and nine months
ended September 30, 1999 were $75,349,000 and $157,715,000, respectively,
which is an increase of 43.9% and a decrease of 1.8% from the quarter and nine
months ended September 30, 1998, respectively.  The increase in new repair
parts and service orders for the quarter ended September 30, 1999 was
primarily due to a ten year shovel parts supply agreement with a customer in
Western Canada.

   Both the new machine orders and the parts and service orders continue to
be affected by the softness in coal prices in Australia and South Africa, the
low worldwide price of copper and the lower demand for other minerals.
Recently, copper prices have increased from approximately $.60 per pound to
$.80 per pound.  Also, there has been increased activity in the oil sands area
of Western Canada where the Company recently acquired Bennett & Emmott (1986)
Ltd. ("Bennett & Emmott").

The Bennett & Emmott Acquisition

      On April 30, 1999, the Company consummated the acquisition of Bennett
& Emmott, a privately owned Canadian company with extensive experience in the
field repair and service of heavy machinery for the surface mining industry.
In addition to the surface mining industry, Bennett & Emmott services a large
number of customers in the pulp and paper, sawmill, oil and natural gas
industries in Western Canada, the Northwest Territories and the Yukon.  The
company provides design and manufacturing services, as well as in-house and
field repair and testing of electrical and mechanical equipment.  Bennett &
Emmott also distributes compressors, generators and related products.

   This acquisition continues to strengthen the Company's position in the
oil sands area of Western Canada.  The integration of Bennett & Emmott into
the Company's operations continues as planned.

Year 2000 Issues

   The Company has assessed and continues to assess the impact of year 2000
issues on its operations.  Disclosures relating to year 2000 issues are
included in the Company's 1998 Annual Report on Form 10-K.  On August 2, 1999,
the Company's South Milwaukee operations began operating on its new computer
system.  While the primary purpose of this replacement was to improve the
efficiency and effectiveness of the Company's existing computer system, year
2000 issues were also addressed as a part of the system replacement.  The
system replacement for other domestic subsidiary operations is expected to be
completed by the end of 1999.  Computer systems used by the Company's foreign
operations have been reviewed and are year 2000 compliant or will receive
minor upgrades to make them year 2000 compliant by the end of 1999.  There
have been no additional material developments relating to year 2000 issues
during the nine months ended September 30, 1999.

Quantitative and Qualitative Disclosures About Market Risk

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

   The Company's interest rate exposure relates primarily to debt
obligations in the United States.  The Company manages its borrowings under
the Revolving Credit Facility through the selection of LIBOR based borrowings
or prime-rate based borrowings.  If market conditions warrant, interest rate
swaps may be used to adjust interest rate exposures, although none have been
used to date.  The Company believes that a 10% change in the Company's
weighted average interest rate at September 30, 1999 would not have a material
effect on the Company's financial position, results of operations or cash
flows.

   The Company manages foreign currency exchange rate exposure by utilizing
some natural hedges to mitigate some of its transaction and commitment
exposures, and may utilize forward contracts in certain situations.  Based on
the Company's overall foreign currency exchange rate exposure at September 30,
1999, 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 disclosed 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.


                                  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
                1999.



                                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 11, 1999          /s/Craig R. Mackus
                                   Craig R. Mackus
                                   Secretary and Controller
                                   Principal Accounting Officer


Date    November 11, 1999          /s/Stephen R. Light
                                   Stephen R. Light
                                   President and CEO


                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                          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 11    on Form 8-K,
        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 11    1994.
        of the Bankruptcy Code,
        as modified December 1, 1994,
        including Exhibits.

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

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

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

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

 3.5    Amendment to By-laws of          Exhibit 3.5
        Registrant effective             to Registrant's
        December 16, 1998.               Annual Report on
                                         Form 10-K for
                                         the year ended
                                         December 31, 1998.

 3.6    Certificate of Amendment to      Exhibit 3.6
        Restated Certificate of          to Registrant's
        Incorporation adopted            Annual Report on
        December 16, 1998.               Form 10-K for
                                         the year ended
                                         December 31, 1998.

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

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

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

10.1    Credit Agreement, dated          Exhibit 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                              X
        September 30, 1999 to
        Credit Agreement.

10.2*   Separation Agreement             Exhibit 10.2
        between Registrant               to Registrant's
        and D. J. Smoke dated            Quarterly Report
        July 22, 1999.                   on Form 10-Q
                                         filed with the
                                         Commission on
                                         August 12, 1999.

27.1    Financial Data Schedule                                 X
        (Edgar filing only.)


__________________________
* A management contract or compensatory plan or arrangement.