EXHIBIT 10.1(a)
                                                          FORM 10-Q
                                   QUARTER ENDED SEPTEMBER 30, 1998




                    FIRST AMENDMENT TO CREDIT AGREEMENT


          THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of July 21,
1998, amends and supplements the Credit Agreement dated as of September 24,
1997 (the "Credit Agreement") among BUCYRUS INTERNATIONAL, INC., a Delaware
corporation (the "Company"), the financial institutions party thereto (the
"Banks"), THE BANK OF NOVA SCOTIA, as documentation agent, and BANK ONE,
WISCONSIN, as agent for the Banks and as letter of credit issuing bank.

                                 RECITALS

          The Company, the Banks, the Documentation Agent and the Agent
desire to amend the Credit Agreement as set forth below.

                                AGREEMENTS

          In consideration of the promises and agreements set forth in the
Credit Agreement, as amended hereby, the parties agree as follows:

          1.   Definitions and References.  Capitalized terms not defined
herein have the meanings ascribed to them in the Credit Agreement.  Upon the
execution and delivery of this First Amendment by all of the parties hereto,
all references to the Credit Agreement set forth in the Loan Documents shall
mean the Credit Agreement as amended by this First Amendment to Credit
Agreement.

          2.   Amendments.

               (a)  The following definition is inserted, in appropriate
alphabetical order, into Section 1 of the Credit Agreement

          "Bonded Project" means any project being undertaken by the Company
     or a Subsidiary Guarantor with respect to which the Company or such
     Subsidiary Guarantor has provided a performance bond or comparable
     Surety Instrument to or for the benefit of the Person for whom such
     project is being undertaken.

               (b)  The defined term "Qualified Domestic Finished Goods
and Raw Materials Inventory" in Section 1 of the Credit Agreement is amended
by the addition of the following sentence at the end of such definition:

     Notwithstanding the foregoing, all finished goods and raw materials
     inventory located at the site of a Bonded Project is not Qualified
     Domestic Finished Goods and Raw Materials Inventory.

               (c)  The defined term "Qualified Domestic Net Unbilled
Progress Billing Receivables" in Section 1 of the Credit Agreement is amended
by the addition of the following sentence at the end of such definition:

     Notwithstanding the foregoing, any such amount arising with respect to a
     Bonded Project is not included in Qualified Domestic Net Unbilled
     Progress Billing Receivables.

               (d)  The defined term "Qualified Domestic Work in Process
Inventory" in Section 1 of the Credit Agreement is amended by the addition of
the following sentence at the end of such definition:

     Notwithstanding the foregoing, all work in process inventory located at
     the site of a Bonded Project is not Qualified Domestic Work in Process
     Inventory.

               (e)  The defined term "Qualified North American Accounts
Receivable" in Section 1 of the Credit Agreement is amended by the addition of
the following paragraph at the end of such definition:

          Notwithstanding the foregoing, all accounts receivable arising
     from the performance of a Bonded Project are not Qualified North
     American Accounts Receivable unless the Company furnishes to the Agent
     evidence, reasonably satisfactory to the Agent, that the Bonded Project
     has been completed and the provider of the performance bond or other
     Surety Instrument relating to such Bonded Project has released such
     performance bond or other Surety Instrument and has released all claims
     it may have relating to the account receivable arising in connection
     with such Bonded Project.

          3.   Letter of Credit No. STI00473.  During such period as Letter
of Credit No. STI00473 is secured by collateral consisting of cash or cash
equivalents having a market value not less than the amount available for
drawing thereunder, (a) Letter of Credit No. STI00473 shall be deemed to be a
Nonfinancial Letter of Credit for purposes of calculating the fee payable
under Section 3.08 of the Credit Agreement and (b) the amount available for
drawing under Letter of Credit No. STI00473 shall be excluded from the
Effective Amount of all L/C Obligations for purposes of determining whether
the sum of the Effective Amount of all Revolving Loans plus the Effective
Amount of all L/C Obligations exceeds the Borrowing Base Amount.  The
reduction in the fee referred to in clause (a) above shall be effective
retroactively as of September 24, 1997 and the resulting credit shall be
applied against the fee for Letters of Credit due on the last Business Day of
June 1998.

          4.   Representations and Warranties.  The Company represents and
warrants to the Agent and each Bank that:

               (a)  The representations and warranties set forth in
Sections 6.02, 6.03 and 6.04 of the Credit Agreement are true and correct in
all material respects after giving effect to this First Amendment; and

               (b)  No Default or Event of Default exists as of the date
of this First Amendment.

          5.   Costs and Expenses.  The Company agrees to pay all costs and
expenses (including reasonable attorneys' fees) paid or incurred by the Agent
in connection with this First Amendment.

          6.   Full Force and Effect.  The Credit Agreement, as amended
hereby, remains in full force and effect.


                             BUCYRUS INTERNATIONAL, INC.

                             BY \s\Daniel J. Smoke                   
                              Title: VP FIN & CFO                    

                             BANK ONE, WISCONSIN, as Agent, Issuing 
                             Bank and a Bank

                             BY \s\Mark P. Bruss                     
                              Title: Vice President                  

                             THE BANK OF NOVA SCOTIA, as 
                             Documentation Agent and a Bank

                             BY \s\F. C. H. Ashby                    
                              Title: Senior Manager Loan Operations  

                             FIRSTAR BANK MILWAUKEE, N.A.

                             BY \s\Jeff Janza                        
                              Title: Ass't. Vice President           

                             FLEET CAPITAL CORPORATION

                             BY \s\Audrey A. Pengelly                
                              Title: Senior Vice President           

                             LASALLE NATIONAL BANK

                             BY \s\James A. Meyer                    
                             Title: First Vice President             

                             BANK OF SCOTLAND

                             BY \s\Annie Chin Tat                    
                             Title: Senior Vice President