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 THESECURITIES EXCHANGE ACT
  OF 1934For the quarterly
  period ended March 31, 2006ORo
TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT
  OF 1934For the transition
  period from __________ to __________ Commission file
number 000-50858 BUCYRUS INTERNATIONAL,
  INC.(Exact Name of
  Registrant as Specified in its Charter)  DELAWARE

39-0188050(State or Other
  Jurisdiction of

(I.R.S. EmployerIncorporation or
  Organization)

Identification No.)  P. O. BOX 5001100 MILWAUKEE AVENUESOUTH MILWAUKEE,
  WISCONSIN53172(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 o

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one): Large accelerated filer x   Accelerated
filer o   Non-accelerated
filer o


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

Class

Outstanding May 4, 2006Class A Common Stock, $.01 par value

31,549,290BUCYRUS
INTERNATIONAL, INC. AND SUBSIDIARIES

INDEX

Page No.PART I.
FINANCIAL INFORMATION:Item 1 - Financial Statements
  (Unaudited)Consolidated Condensed Statements of
  Earnings - Quarters ended March 31, 2006 and 2005

4Consolidated Condensed Statements of
  Comprehensive Income - Quarters ended March 31, 2006 and 2005

5Consolidated Condensed Balance Sheets
  - March 31, 2006 and December 31, 2005

6-7Consolidated Condensed Statements of
  Cash Flows - Quarters ended March 31, 2006 and 2005

8-9Notes to Consolidated Condensed
  Financial Statements

10-16Item
  2 - Managements Discussion and Analysis of Financial Condition and Results
  of Operations

17-25Item 3 - Quantitative and Qualitative
  Disclosures About Market Risk

26Item 4 - Controls and Procedures

27Forward-Looking Statements

28PART II.
OTHER INFORMATION:Item 1 - Legal Proceedings

29Item 2 - Unregistered Sales of Equity
  Securities and Use of Proceeds

29Item 3 - Defaults Upon Senior
  Securities

29Item 4 - Submission of Matters to a
  Vote of Security Holders

29Item 5 - Other Information

29Item 6 - Exhibits

29Signature Page

30PART
I
FINANCIAL INFORMATION

BUCYRUS
INTERNATIONAL, INC. AND SUBSIDIARIESITEM 1 - FINANCIAL STATEMENTSCONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

Quarter Ended March 31,2006

2005Sales

$
165,653

$
105,521Cost of products
  sold


124,780


76,495Gross
profit


40,873


29,026Selling, general
  and administrative expenses


15,460


12,305Research and
  development expenses


1,922


1,350Amortization of
  intangible assets


452


453Operating
  earnings


23,039


14,918Interest
expense


645


1,252Other expense 
  net


122


23Earnings before
  income taxes


22,272


13,643Income tax
  expense


7,750


4,518Net
earnings

$
14,522

$
9,125Net earnings per
  share dataBasic:Net earnings per
  share

$
.47

$
.30Weighted average
  shares


31,191,780


30,102,165Diluted:Net earnings per
  share

$
.46

$
.29Weighted average
  shares


31,526,843


31,173,467See notes to
consolidated condensed financial statements.

4

BUCYRUS
INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTSCONSOLIDATED CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME (Unaudited)
(Dollars in Thousands)

Quarter Ended March 31,2006

2005Net
earnings

$
14,522

$
9,125Other
  comprehensive income (loss)- Foreign currency translation adjustments


51


(3,773
)Comprehensive
  income

$
14,573

$
5,352See notes to
consolidated condensed financial statements

5

BUCYRUS
INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTSCONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

March 31,
  2006

December 31,
  2005ASSETSCURRENT ASSETS:Cash and cash
  equivalents

$
8,380

$
12,451Receivables 
  net


123,199


155,547Inventories


145,506


133,476Deferred income
  taxes


20,131


18,363Prepaid expenses
  and other current assets


7,204


6,982Total Current
  Assets


304,420


326,819OTHER
ASSETS:Goodwill


47,306


47,306Intangible
  assets  net


34,126


34,565Deferred income taxes


8,157


10,355Other assets


8,565


8,767Total Other
  Assets


98,154


100,993PROPERTY, PLANT
  AND EQUIPMENT:Cost


149,316


140,938Less accumulated
  depreciation


(79,564
)

(76,783
)Total Property,
  Plant and Equipment


69,752


64,155TOTAL
ASSETS

$
472,326

$
491,9676

BUCYRUS INTERNATIONAL,
INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Continued)
(Dollars in Thousands, Except Per Share Amounts)

March 31,
  2006

December 31,
  2005LIABILITIES AND
  COMMON  SHAREHOLDERS INVESTMENTCURRENT
  LIABILITIES:Accounts payable
  and accrued expenses

$
105,327

$
106,747Liabilities to
  customers on uncompleted contracts and warranties


39,350


35,239Income taxes


14,458


11,943Current
  maturities of long-term debt and other short-term obligations


915


1,339Total Current
  Liabilities


160,050


155,268LONG-TERM
  LIABILITIES:Postretirement
  benefits


14,472


14,257Pension and
  other


33,743


34,567Total Long-Term
  Liabilities


48,215


48,824LONG-TERM DEBT,
  less current maturities


24,186


66,975COMMON
  SHAREHOLDERS INVESTMENT:Class A common
  stock  par value $0.01 per share, authorized 75,000,000 shares, issued
  31,657,890 shares and 30,991,820 shares, respectively


317


310Additional
  paid-in capital


303,217


298,079Unearned stock
  compensation





(466
)Treasury stock 
  108,600 shares, at cost


(851
)

(851
)Accumulated
  deficit


(37,650
)

(50,963
)Accumulated
  other comprehensive loss


(25,158
)

(25,209
)Total Common
  Shareholders Investment


239,875


220,900TOTAL
  LIABILITIES AND COMMON  SHAREHOLDERS
  INVESTMENT

$
472,326

$
491,967See notes to
consolidated condensed financial statements.

7

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

Quarter Ended March 31,2006

2005Net Cash
Provided By Operating Activities

$
42,777

$
15,253Cash Flows From
Investing ActivitiesPurchases of
property, plant and equipment


(7,394
)

(2,643
)Proceeds from sale
of property, plant and equipment


36


47Other


(80
)

(5
)Net cash used in
investing activities


(7,438
)

(2,601
)Cash Flows From
Financing ActivitiesNet repayments of
revolving credit facility


(42,730
)

Repayment of senior
secured term loan





(1,250
)Net increase
(decrease) in long-term debt and other bank borrowings


(483
)

143Payment of
refinancing expenses





(19
)Proceeds from
issuance of common stock


756


3,093Tax benefit from
exercise of stock options


4,353


Dividends
paid


(1,199
)

(1,151
)Net cash provided
by (used in) financing activities


(39,303
)

816Effect of exchange
rate changes on cash


(107
)

(192
)Net increase
(decrease) in cash and cash equivalents


(4,071
)

13,276Cash and cash
equivalents at beginning of period


12,451


20,617Cash and cash
equivalents at end of period

$
8,380

$
33,8938

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

2006

2005Supplemental Disclosures of Cash Flow InformationCash paid during the period for:Interest

$
648

$
1,130Income taxes -
  net of refunds


2,005


1,999Supplemental Disclosure of Noncash Investing
  ActivityCapital expenditures
  related to expansion program included in accounts payable

$
1,396


See notes to
consolidated condensed financial statements.

9

BUCYRUS INTERNATIONAL, INC. AND
SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTSNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

1.
In the
  opinion of Bucyrus International, Inc. (the Company), the consolidated
  condensed financial statements contain all adjustments (consisting only 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. Actual results in future periods may differ
  from the estimates. 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 2005 Annual Report to
  Shareholders and Annual Report on Form 10-K filed with the Securities and
  Exchange Commission on March 15, 2006.3.
Inventories
  consist of the following:March 31, 
  2006

December
  31, 2005(Dollars
  in Thousands)Raw materials and parts


$
38,564



$
36,526Work in
  process



25,303




12,896Finished
  products (primarily replacement parts)



81,639




84,054$
145,506



$
133,4764.
On March 8,
  2006, the Companys Board of Directors authorized a three-for-two split of
  the Companys Class A common stock. The stock split was paid on March 29,
  2006 to Company shareholders of record on March 20, 2006. The Companys Class
  A common stock began trading on a split-adjusted basis on March 30, 2006. All
  references in the accompanying consolidated condensed financial statements
  and notes thereto to net earnings per share and the number of shares have
  been adjusted to reflect this stock split. On March 8, 2006, the Companys Board
  of Directors also authorized, and shareholders approved on May 3, 2006 at the
  2006 annual meeting of shareholders, an increase in the number of authorized
  shares of the Companys Class A common stock to 75,000,000 shares. This
  increase in authorized shares became effective upon filing the Companys
  Amended and Restated Certificate of Incorporation with the State of Delaware
  on May 3, 2006.In addition,
  the Companys Board of Directors authorized a quarterly dividend of $.05 per
  share of Class A common stock for dividends payable after the date of the
  stock split. On May 3, 2006, a cash dividend of $.05 per share was declared
  and is to be paid on June 5, 2006 to shareholders of record on May 18, 2006.5.
The
  following is a reconciliation of the numerators and the denominators of the
  basic and diluted net income per share of common stock calculations for the
  quarters ended March 31, 2006 and 2005:10

Quarter
  ended March 31,2006

2005(Dollars
  in Thousands, 
  Except Per Share Amounts)Net
earnings

$
14,522

$
9,125Weighted
average shares outstanding


31,191,780


30,102,165Basic
  net earnings per share

$
.47

$
.30Weighted
average shares outstanding


31,191,780


30,102,165Effect of
dilutive stock options, nonvested
  shares, stock appreciation rights and performance shares


335,063


1,071,302Weighted
average shares outstanding 
  diluted


31,526,843


31,173,467Diluted net
earnings per share

$
.46

$
.296.
The Company
  adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
  Share-Based Payment (SFAS 123R), on January 1, 2006 using the modified
  prospective application method. Adoption of SFAS 123R did not have a material
  effect on the Companys financial statements. Previously, the Company
  accounted for stockbased compensation arrangements in accordance with
  Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
  Employees, as allowed by Statement of Financial Accounting Standards No.
  123, Accounting for Stock-Based Compensation (SFAS 123). For the quarter
  ended March 31, 2005, there would have been no effect on net earnings and net
  earnings per share if the fair value-based method provided by SFAS 123
  had been applied for all outstanding and unvested awards in that period.
  Total stock compensation expense recognized was $.6 million and $45,000 for
  the quarters ended March 31, 2006 and 2005, respectively.SFAS 123R
  requires a classification change in the statement of cash flows whereby the
  income tax benefit from stock option exercises is reported as a financing
  cash flow rather than as an operating cash flow as previously reported. The
  $4.4 million excess tax benefit classified as a financing cash inflow for the
  quarter ended March 31, 2006 would have been classified as an operating cash
  inflow prior to the adoption of SFAS 123R. SFAS 123R also requires any
  remaining debit in common shareholders investment related to unearned stock
  compensation be reclassified to the appropriate equity accounts.On February
  16, 2006, the Company issued 189,150 nonvested shares to certain employees
  pursuant to the Bucyrus International, Inc. 2004 Equity Incentive Plan (the
  2004 Incentive Plan). These shares cliff vest on December 31, 2009. The
  vesting period may be accelerated based on the attainment of certain defined
  financial goals of the Company. A summary of the status of the Companys
  nonvested shares as of March 31, 2006 and changes during the quarter ended
  March 31, 2006 is as follows:11

Shares


Weighted-Average
  Grant Date 
  Fair ValueNonvested at
  January 1, 2006


34,200



$
20.00Granted


189,150




39.76Nonvested at March 31, 2006


223,350




36.73The grant
  date fair value was based on the fair market value, as defined in the 2004
  Incentive Plan, of the Companys Class A common stock on the date of grant.
  At March 31, 2006, there was $6.9 million of unrecognized compensation cost
  related to the nonvested shares granted under the 2004 Incentive Plan. This
  cost is expected to be recognized over a weighted-average period of 3.7
  years.On February
  16, 2006, the Company also issued 378,300 stock appreciation rights to
  certain employees pursuant to the 2004 Incentive Plan. The rights vest over
  four years and can be settled in shares only. At March 31, 2006, there was
  $6.5 million of unrecognized compensation cost related to the rights, which
  is expected to be recognized over a period of 3.8 years. The grant date fair
  value of the rights was $19.72 per right using the Black Sholes pricing
  model. The assumptions used in this model were as follows:Risk-free
  interest rate


4.37
%Expected
  volatility


43.25
%Expected
  life


7 yearsDividend
  yield


.43
%The
  risk-free interest rate was based on the current U.S. Treasury rate for a
  bond of seven years, the expected life of the rights. The expected volatility
  was based on the historical activity of the Companys Class A common stock.
  The expected life was based on the average of the vesting term of four years
  and the original contract term of ten years. The expected dividend yield was
  based on the annual dividend of $.23 per share which had been paid on the
  Companys Class A common stock prior to the stock split.On February
  16, 2006, the Company also designated 49,500 shares of its Class A common
  stock for issuance to certain employees if specific performance levels are
  attained by the Company. Any performance shares credited to employees will
  cliff vest on December 31, 2009. At March 31, 2006, there was $1.8 million of
  unrecognized compensation cost related to the performance shares, which is
  expected to be recognized over a period of 3.8 years. The grant date fair
  value of the performance shares was $39.76 per share and was based on the
  fair market value, as defined in the 2004 Incentive Plan, of the Companys
  Class A common stock on the date of grant.No options
  to purchase Company shares were granted during the first quarter of 2006.
  Options to purchase 436,986 shares of the Companys Class A common stock were
  exercised during the quarter ended March 31, 2006 at a weighted average
  exercise price of $1.73 per share. At March 31, 2006, options were
  outstanding to purchase 9,600 shares of the Companys Class A common stock at
  a weighted average exercise price of $8.33 per share.12

7.
Intangible
  assets consist of the following:March 31, 2006

December 31, 2005Gross
  Carrying
  Amount

Accumulated
  Amortization

Gross
  Carrying
  Amount

Accumulated
  Amortization(Dollars in Thousands)Amortized intangible
assets:Engineering
drawings

$
25,500

$
(10,862
)
$
25,500

$
(10,543
)Bill of
material listings


2,856


(1,217
)

2,856


(1,181
)Software


2,288


(1,949
)

2,288


(1,892
)Other


794


(357
)

773


(309
)$
31,438

$
(14,385
)
$
31,417

$
(13,925
)Unamortized intangible
assets:Trademarks/Trade names

$
12,436




$
12,436Intangible
pension asset


4,637





4,637$
17,073




$
17,073The
  aggregate intangible amortization expense for each of the quarters ended
  March 31, 2006 and 2005 was $.5 million.  The estimated future amortization expense of intangible assets
  as of March 31, 2006 is as follows:(Dollars in Thousands)2006 (remaining nine months)


$
1,3542007



1,7442008



1,5762009



1,4182010



1,4182011



1,418Future



8,125$
17,0538.
EnvironmentalThe
  Companys operations and properties are subject to a broad range of federal,
  state, local and foreign laws and regulations relating to environmental
  matters, including laws and regulations governing discharges into the air and
  water, the handling and disposal of solid and hazardous substances and
  wastes, and the remediation of contamination associated with releases of
  hazardous substances at the Companys facilities and at off-site disposal
  locations.  These laws are13

complex,
  change frequently and have tended to become more stringent over time.  Future events, such as compliance with
  more stringent laws or regulations, more vigorous enforcement policies of
  regulatory agencies or stricter or different interpretations of existing
  laws, could require additional expenditures by the Company, which may be
  material.Environmental
  problems have not interfered in any material respect with the Companys
  manufacturing operations to date.  The
  Company believes that its compliance with statutory requirements respecting
  environmental quality will not materially affect its capital expenditures,
  earnings or competitive position.  The
  Company has an ongoing program to address any potential environmental problems.Product WarrantyThe Company
  recognizes the cost associated with its warranty policies on its products as
  revenue is recognized.  The amount
  recognized is based on historical experience.  The following is a reconciliation of the changes in accrued
  warranty costs for the quarters ended March 31, 2006 and 2005:Quarter Ended March 31,2006

2005(Dollars in Thousands)Balance at
  January 1

$
5,977

$
5,452Provision


1,222


538Charges


(811
)

(537
)Balance at
  March 31

$
6,388

$
5,453
Product LiabilityThe Company
  is normally subject to numerous product liability claims, many of which
  relate to products no longer manufactured by the Company or its subsidiaries,
  and other claims arising in the ordinary course of business.  The Company has insurance covering most of
  these claims, subject to varying deductibles up to $3.0 million, and has
  various limits of liability depending on the insurance policy year in
  question.  It is the view of
  management that the final resolution of these claims and other similar claims
  which are likely to arise in the future will not individually or in the
  aggregate have a material effect on the Companys financial position, results
  of operations or cash flows, although no assurance to that effect can be
  given.Asbestos LiabilityThe Company
  has been named as a co-defendant in approximately 303 personal injury
  liability cases alleging damages due to exposure to asbestos and other
  substances, involving approximately 896 plaintiffs.  The cases are pending in courts in various states.  In all of these cases,
insurance carriers
  have accepted or are expected to accept defense.  These cases are in various pre-trial stages.  The Company does not believe that
costs
  associated with these matters will have a material effect on its financial
  position, results of operations or cash flows, although no assurance to that
  effect can be given.14

Other LitigationA wholly
  owned subsidiary of the Company is a defendant in a suit pending in the
  United States District Court for the Western District of Pennsylvania,
  brought on June 15, 2002, relating to an incident in which a dragline
  operated by an employee of a Company subsidiary tipped over. The owner of the
  dragline has sued an unaffiliated third party on a negligence theory for
  property damages and business interruption losses in a range of approximately
  $25.0 million to $27.0 million. The unrelated third party has brought a
  third-party action against the Companys subsidiary. The Companys insurance
  carriers are defending the claim, but have not conceded that the relevant
  policies cover the claim. At this time discovery is ongoing and it is not
  possible to evaluate the outcome of the claim nor the range of potential
  loss, if any.A wholly
  owned Australian subsidiary of the Company is a defendant in a suit pending
  in the Supreme Court of Queensland in Australia, brought on May 5, 2002, relating
  to a contractual claim. The plaintiff, pursuant to a contract with the
  Companys subsidiary, agreed to erect a dragline sold by the Company to a
  customer for use at its mine site. The plaintiff asserts various contractual
  claims related to breach of contract damages and other remedies for
  approximately AUS $2.4 million related to its claim that it is owed amounts
  for services rendered under the contract. The Companys subsidiary has
  asserted counterclaims against the plaintiff in connection with certain
  aspects of the work performed. This matter is anticipated to go to trial late
  2006 or early 2007. The Company has established a reserve for its estimate of
  the resolution of this matter.9.
  Statement of
  Financial Accounting Standards No. 130, Reporting Comprehensive Income,
  requires the reporting of comprehensive income in addition to net earnings
  from operations. Comprehensive income is a more inclusive financial reporting
  method that includes disclosure of financial information that historically
  has not been recognized in the calculation of net earnings . The Company
  reports comprehensive income and accumulated other comprehensive income which
  includes net earnings, foreign currency translation adjustments and minimum
  pension liability adjustments. Information on accumulated other comprehensive
  loss is as follows:Cumulative
  Translation
  Adjustments
  
  Minimum
  Pension
  Liability
  Adjustments
  
  Accumulated
  Other
  Comprehensive
  Loss(Dollars in Thousands)Balance at
  December 31, 2005
  
  $
  (5,896
  )
  $
  (19,313
  )
  $
  (25,209
  )Changes -
  Quarter ended March 31, 2006
  
  
  51
  
  
  
  
  
  51Balance at
  March 31, 2006
  
  $
  (5,845
  )
  $
  (19,313
  )
  $
  (25,158
  )10.
  The Company
  has several pension and retirement plans covering substantially all of its
  employees in the United States. The Company also provides certain health care
  benefits to age 65 and life insurance benefits for certain eligible retired
  United States employees.15

The
  components of net periodic pension cost consisted of the following:Quarter Ended March 31,2006
  
  2005(Dollars in Thousands)Service cost
  
  $
  616
  
  $
  552Interest
  cost
  
  
  1,302
  
  
  1,310Expected
  return on plan assets
  
  
  (1,334
  )
  
  (1,116
  )Amortization
  of prior service cost
  
  
  114
  
  
  52Amortization
  of actuarial loss
  
  
  523
  
  
  402Net cost
  
  $
  1,221
  
  $
  1,200The
  components of other net periodic postretirement benefits cost (health care
  and life insurance) consisted of the following:Quarter Ended March 31,2006
  
  2005(Dollars in Thousands)Service cost
  
  $
  237
  
  $
  210Interest
  cost
  
  
  273
  
  
  311Amortization
  of prior service cost
  
  
  (63
  )
  
  (60
  )Amortization
  of actuarial loss
  
  
  79
  
  
  91Net cost
  
  $
  526
  
  $
  552During the
  first quarter of 2006, the Company contributed approximately $.6 million to
  its pension plans and $.3 million for the payment of benefits from its
  postretirement benefit plan. The Company presently anticipates contributing
  an additional $9.0 million to its pension plans and $1.4 million for the
  payment of benefits from its postretirement benefit plan during the remainder
  of 2006.16

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

Overview

Business

The
Company designs, manufactures and markets large excavation machinery used for
surface mining, and provides comprehensive aftermarket services, supplying
replacement parts and offering maintenance and repair contracts and services
for these machines. The Company manufactures its original equipment (OEM)
products and the majority of aftermarket parts at its facility in South
Milwaukee, Wisconsin. The Companys principal OEM products are draglines,
electric mining shovels and rotary blasthole drills, which are used primarily
by customers who mine copper, coal, oil sands and iron ore throughout the
world. In addition, the Company provides aftermarket services in mining centers
throughout the world, including Argentina, Australia, Brazil, Canada, Chile,
China, India, Peru, South Africa and the United States. The largest markets for
mining equipment have been in Australia, Canada, South Africa, South America
and the United States. In the future, Brazil, Canada, China and India are
expected to be increasingly important markets.

The
market for OEM machines is closely correlated with customer expectations of
sustained strength in prices of surface mined commodities. Growth in demand for
these commodities is a function of, among other things, economic activity,
population increases and continuing improvements in standards of living in many
areas of the world. In 2003 and 2004, market prices for copper, coal, iron ore
and oil increased and continued to be strong in 2005 and early 2006. Factors
that could support sustained demand for these key commodities in 2006 and
future years include continued economic growth in China, India and the
developing world, and renewed economic strength in industrialized countries.
Although the Company had no new machine orders for the quarter ended March 31,
2006, inquiries for new machines remain at a high level. The highest interest
has been in the oil sands of Western Canada, and inquires related to coal,
copper and iron ore mines in other areas of the world have also remained
strong. Since April 1, 2006, the Company finalized the contract for the sale of
four shovels in the China market and also sold four additional shovels in other
markets.

The
Companys aftermarket parts and service operations, which have accounted for
approximately 70% of sales over the past ten years, tend to be more consistent
than OEM machine sales. However, recent pronounced strength in commodity
markets has positively affected aftermarket sales, although total aftermarket
sales remain at approximately 70% of sales. The Companys complex machines are
typically kept in continuous operation from 15 to 40 years, requiring regular
maintenance and repair throughout their productive lives. The size of the
Companys installed base of surface mining equipment and its ability to provide
on-time delivery of reliable parts and prompt service are important drivers of
aftermarket sales. Aftermarket orders and inquires continue to increase as the
existing installed fleet of machines operates at very high utilization levels
due to the current demand and increased prices of commodities.

The
Company continues to forecast increased sales activity for both aftermarket
parts sales and OEM machine sales relative to prior periods. The Company
anticipates that the current commodity demand will continue for at least the
next three to five years. Recent strong order volume has caused the Company to
hire new employees and additional hiring is expected. As sustained order
strength continues, the Company is taking steps to increase its manufacturing
capacity. In early 2005, the Company entered into an agreement to lease a
facility to be used for expansion of the Companys manufacturing operations.
Also, on August 24, 2005, the Company announced that it was proceeding with
plans to expand its

17

manufacturing facilities in South Milwaukee,
Wisconsin. The initial phase of the expansion program includes the construction
of a new facility on the grounds of the Companys South Milwaukee campus north
of Rawson Avenue at an approximate cost of $22 million. This initial phase of
the expansion is expected to be completed by the fourth quarter of 2006.

On
February 16, 2006, the Company announced that it will undertake the second
phase of its expansion program. The second phase, which has an approximate cost
of $30 million and is expected to be completed in mid-2007, will expand the
Companys new facility north of Rawson Avenue to over 350,000 square feet of
welding, machining and outdoor hard-goods storage space.

A
substantial portion of the Companys sales and operating earnings is
attributable to operations located outside the United States. The Company
generally sells its OEM machines, including those sold directly to foreign
customers, and most of its aftermarket parts in United States dollars. A
portion of the Companys aftermarket parts sales are also denominated in the
local currencies of Australia, Brazil, Canada, Chile, South Africa and the
United Kingdom. Aftermarket services are paid for primarily in local currency
which is naturally hedged by the Companys payment of local labor in local
currency. In the aggregate, approximately 75% of the Companys 2005 sales were
priced in United States dollars.

Over
the past three years, the Company increased gross profits by improving
manufacturing overhead variances, achieving productivity gains and growing the
Companys high margin aftermarket parts and services business and increasing
the prices of its products. To date, increasing costs of steel and other raw
materials have not had a significant impact on the Companys gross profit due
to the higher selling prices of its products.

Following
is a discussion of key measures which contributed to the Companys operating
results.

Key
Measures

On-Time
Delivery and Lead Times

Due
to the high fixed cost structure of the Companys customers, it is critical
that they avoid equipment downtime. On-time delivery and reduced lead time of
aftermarket parts and services allow customers to reduce downtime and are
therefore key measures of customer service, and the Company believes they are
fundamental drivers of aftermarket customer demand. The Companys on-time
delivery percentage in the aftermarket, based on achieved promised delivery
dates to customers, was 87% for the first quarter of 2006 and 92% for the year
2005. Lead times for deliveries of aftermarket parts have increased slightly in
the first quarter of 2006 as compared to the year 2005. Lead times are expected
to increase due to the expected increase in sales volume.

The
Company maintained on-time deliveries and shortened lead times in recent years
by focusing on development of key shop floor metrics, improved communication
between sales, manufacturing and shipping, daily or weekly meetings to resolve
issues, changing of shipment methods and the hiring of an additional
supervisory person dedicated to on-time delivery. The information to accomplish
much of these improvements is available from the Companys enterprise resource
planning (ERP) system.

Productivity

Sales
per full time equivalent employee is a measure of the Companys operational
efficiency. Sales per full time equivalent employee were $.3 million and $.2
million for the first quarters of 2006 and 2005, respectively, and were $.3
million for the year 2005. The Company has experienced productivity

18

increases in recent years, primarily due to the
application of worldwide sales and inventory ERP systems and personnel upgrades
which, collectively, allowed sales to grow with minimal changes in headcount.

Warranty
Claims

Product
quality is another key driver of customer satisfaction and, as a result, sales.
Management uses warranty claims as a percentage of total sales as one objective
benchmark to evaluate product quality. During the first quarter of 2006 and the
year 2005, warranty claims as a percentage of total sales were less than 1%.

Backlog

A
strong backlog is a tool which allows more accurate sales forecast and
production planning. Due to the high cost of some OEM products, backlog is
subject to volatility, particularly over relatively short periods. A portion of
the Companys backlog is related to multi-year contracts that will generate
revenue in future years. The following table shows backlog at March 31,
2006 and December 31, 2005, as well as the portion of backlog which is or was
expected to be recognized within twelve months of these dates:

March 31,
  2006

December
  31,
  2005(Dollars in Thousands)Next 12 months

$
348,497

$
413,131Total


572,570


658,612Inventory

Inventory
is one of the Companys significant assets. As of March 31, 2006, the Company
had $145.5 million in inventory. Raw materials and work in process inventory
have increased in anticipation of future increased sales activity. Inventory
turned at a rate of approximately 3.3 times in the first quarter of 2006.
Inventory turns is calculated based on cost of sales and the average inventory
balance during the prior twelve months. The Company believes that it has
appropriately recorded at the lower of cost or market any slow moving or
obsolete inventory in its financial statements. The factors that could reduce
the carrying value of the Companys inventory include reduced demand for
aftermarket parts due to decreased sales volumes attributable to new or
improved technology or customers discontinuing the use of the Companys older
model machines, which could render inventory obsolete or excess. With the
exception of the normal inventory obsolescence provision recorded in the
ordinary course of business, the Company does not anticipate recording any
significant inventory impairments.

Results
of Operations

Quarter Ended
March 31, 2006 Compared to Quarter Ended
March 31, 2005

Sales

Sales
for the first quarter of 2006 were $165.7 million compared with $105.5 million
for the first quarter of 2005. Sales of aftermarket parts and services for the
first quarter of 2006 were $112.2 million, an increase of 44.2% from $77.8
million in the first quarter of 2005. The increase in aftermarket sales
reflects the Companys continuing initiatives and strategies to capture
additional market share as well as

19

continued strong commodity prices. Aftermarket sales
increased in both the United States and international markets. Machine sales
for the first quarter of 2006 were $53.5 million, an increase of 93.0% from
$27.7 million for the first quarter of 2005. The increase in new machine sales
resulted from sustained demand and increased prices of commodities that are
surfaced mined by the Companys machines. The increase in machine sales in 2006
was in all three product lines and was for both replacement machines and
machines for new production requirements. Approximately $.4 million of the increase
in sales for the first quarter of 2006 was attributable to a weakening United
States dollar, which primarily impacted aftermarket sales (see Foreign
Currency Fluctuations below).

Gross
Profit

Gross
profit for the first quarter of 2006 was $40.9 million or 24.7% of sales
compared with $29.0 million or 27.5% of sales for the first quarter of 2005.
The increase in gross profit was primarily due to an increased sales volume.
The lower gross profit percentage for the first quarter of 2006 was due to
increased machine sales which have a lower gross profit and the mix of
aftermarket parts sold. The gross profit percentage for the year 2005 was
23.9%. Gross profit for 2006 and 2005 was reduced by $1.3 million of additional
depreciation expense as a result of the purchase price allocation to plant and
equipment in connection with acquisitions involving the Company. Approximately
$.2 million of the increase in gross profit in the first quarter of 2006 was
attributable to a weakening United States dollar (see Foreign Currency
Fluctuations below).

Selling,
General and Administrative Expenses

Selling,
general and administrative expenses for the first quarter of 2006 were $15.5
million or 9.3% of sales compared with $12.3 million or 11.7% of sales for the
first quarter of 2005. In the first quarter of 2006, the Company had increased
selling and administrative expenses, primarily in the aftermarket support
areas, when compared to the first quarter of 2005. Selling, general and
administrative expenses for the first quarter of 2006 and 2005 included $.6
million and $45,000, respectively, related to non-cash stock-based employee
compensation. Foreign currency transaction gains for the first quarter of 2006
and 2005 were $.3 million and $.8 million, respectively.

Research
and Development Expenses

Research
and development expenses for the first quarter of 2006 and 2005 were $1.9
million and $1.4 million, respectively. The increase was in part due to the
continuing development of electrical and machine upgrade systems.

Amortization
of Intangible Assets

Amortization
of intangible assets, consisting primarily of engineering drawings, bill of
material listings and software, was $.5 million for each of the quarters ended
March 31, 2006 and 2005.

Operating
Earnings

Operating
earnings for the first quarter of 2006 were $23.0 million or 13.9% of sales,
compared with $14.9 million or 14.1% of sales for the first quarter of 2005.
Operating earnings for the first quarter of 2006 increased from 2005 due to
increased gross profit resulting from an increased sales volume.

20

Interest
Expense

Interest
expense for the first quarter of 2006 was $.6 million compared with $1.3
million for the first quarter of 2005. The decrease in interest expense in 2006
was due to reduced borrowings.

Income
Taxes

Income
tax expense for the first quarter of 2006 was $7.8 million compared to $4.5
million for the first quarter of 2005. U.S. and foreign taxes are calculated at
applicable statutory rates. The change in the effective tax rate was primarily
due to the mix of domestic and foreign earnings. During the fourth quarter of
2005, the Company quantified the amount of previously unclaimed foreign tax
credits, which it now believes can be utilized in part by amending prior year
income tax returns. In 2006, the Company is continuing to evaluate the
potential to claim additional foreign tax credits originating from other jurisdictions
and may record further income tax benefits in the future. At March 31,
2006, the Company had available approximately $10.7 million of federal net
operating loss carryforwards compared to $14.3 million at December 31, 2005.
The carryforwards are useable at the rate of $3.6 million per year.

Foreign
Currency Fluctuations

The
following table summarizes the approximate effect of changes in foreign
currency exchange rates on the Companys sales, gross profit and operating
earnings for the quarters ended March 31, 2006 and 2005 in each case compared
to the same quarter in the prior year:

Quarter
  Ended March 31,2006

2005(Dollars
  in Thousands)Increase in sales

$
443

$
2,065Increase in gross profit


226


409Increase in operating earnings


160


151EBITDA

Earnings
before interest, taxes, depreciation and amortization (EBITDA) for the
quarters ended March 31, 2006 and 2005 was $26.6 million and $18.2 million,
respectively. EBITDA is presented (i) because the Company uses EBITDA to
measure its liquidity and financial performance and (ii) because the Company
believes EBITDA is frequently used by securities analysts, investors and other
interested parties in evaluating the performance and enterprise value of
companies in general, and in evaluating the liquidity of companies with
significant debt service obligations and their ability to service their
indebtedness. The EBITDA calculation is not an alternative to operating
earnings under accounting principles generally accepted in the United States of
America (GAAP) as an indicator of operating performance or of cash flows as a
measure of liquidity. The following table reconciles Net Earnings as shown in
the Consolidated Condensed Statements of Earnings to EBITDA and reconciles
EBITDA to Net Cash Provided by Operating Activities as shown in the
Consolidated Condensed Statements of Cash Flows:

21

Quarter Ended March 31,2006

2005(Dollars in Thousands)Net earnings

$
14,522

$
9,125Interest income


(114
)

(209
)Interest expense


645


1,252Income taxes


7,750


4,518Depreciation


3,107


2,864Amortization (1)


706


688EBITDA (2)


26,616


18,238Changes in assets and liabilities


23,822


2,249Non-cash stock compensation expense


578


45Loss on sale of fixed assets


42


282Interest income


114


209Interest expense


(645
)

(1,252
)Income tax expense


(7,750
)

(4,518
)Net cash provided by operating activities

$
42,777

$
15,253Net cash used in investing activities

$
(7,438
)
$
(2,601
)Net cash provided by (used in) financing activities

$
(39,303
)
$
816(1)
Includes amortization of intangible assets and debt
  issuance costs.(2)
EBITDA is reduced by severance expense for the
  quarters ended March 31, 2006 and 2005 of $.3 million and $13,000,
  respectively.Liquidity
and Capital Resources

Stock
Split and Dividend Policy

On
March 8, 2006, the Companys Board of Directors authorized a three-for-two
split of the Companys Class A common stock. The stock split was paid on March
29, 2006 to Company shareholders of record on March 20, 2006. The Companys
Class A common stock began trading on a split-adjusted basis on March 30,
2006. The Companys Board of Directors also authorized, and shareholders
approved at the 2006 annual meeting of shareholders, an increase in the number
of authorized shares of the Companys Class A common stock to 75,000,000
shares. This increase in authorized shares became effective upon filing the
Companys Amended and Restated Certificate of Incorporation with the State of
Delaware on May 3, 2006.

22

In
addition, the Companys Board of Directors authorized a 30% increase in the
quarterly dividend to the amount of $.05 per share per quarter for dividends
payable after the date of the stock split. On May 3, 2006, a cash dividend
of $.05 per share was declared and is to be paid on June 5, 2006 to
shareholders of record on May 18, 2006.

Cash
Requirements

During
the remainder of 2006, the Company anticipates strong cash flows from
operations due to continued strength in aftermarket parts sales as well as
increased demand for new machines. In expanding markets, customers are contractually
obligated to make progress payments under purchase contracts for machine orders
and certain large parts orders. As a result, the Company does not anticipate
significant outside financing requirements to fund production of these machines
and does not believe that new machine sales will have a negative effect on its
liquidity. If additional borrowings are necessary during 2006, the Company
believes it has sufficient capacity under its revolving credit facility.

On
August 24, 2005, the Company announced that it was proceeding with plans to
expand its manufacturing facilities in South Milwaukee, Wisconsin. The initial
phase of the expansion program will include the construction of a new facility
on the grounds of the Companys South Milwaukee campus north of Rawson Avenue
at an approximate cost of $22 million. The construction of this new facility is
expected to be completed during the fourth quarter of 2006. On February 16,
2006, the Company announced that it will undertake the second phase of its
expansion program. The second phase, which has an approximate cost of $30
million and is expected to be completed in mid-2007, will expand the Companys
new facility north of Rawson Avenue. The Company intends to finance the
expansion program through working capital and funds available under its
existing revolving credit facility, and is exploring the availability of
governmental grants and other programs.

At
March 31, 2006, the Company had contractual obligations of approximately $27.7
million with respect to the expansion program. As of March 31, 2006, there have
been no other material changes to the contractual obligations with respect to
purchase obligations and operating leases and rental and service agreements as
presented in the Companys 2005 Annual Report to Shareholders.

The
Companys capital expenditures for the quarter ended March 31, 2006 were $8.8
million compared with $2.6 million for the quarter ended March 31, 2005.
Included in capital expenditures for the quarter ended March 31, 2006 was $4.1
million related to the expansion program. The remaining expenditures consist
primarily of production machinery at the Companys main manufacturing facility.
The Company expects a continued increase in capital expenditures during the
remainder of 2006 as it increases manufacturing capacity and upgrades and
replaces manufacturing equipment to support increased sales activity. The
Company believes cash flows from operating activities will be sufficient to
fund capital expenditures in 2006.

At
March 31, 2006, there were $40.7 million of standby letters of credit
outstanding under all Company bank facilities.

The
Company believes that cash flows from operations will be sufficient to fund its
cash requirements for the next twelve months. The Company also believes that
cash flows from operations will be sufficient to repay any borrowings under its
revolving credit facility. During the first quarter of 2006, the Company
reduced its borrowings under the revolving credit facility by $42.7 million.

23

Sources
and Uses of Cash

The
Company had $8.4 million of cash and cash equivalents as of March 31,
2006. All of this cash is located at various foreign subsidiaries and will be
used for working capital purposes. Cash receipts in the United States are
applied against the Companys revolving credit facility.

Operating
Cash Flows

During
the first quarter of 2006, the Company generated cash from operating activities
of $42.8 million compared to $15.3 million for the first quarter of 2005. The
increase in cash flows from operating activities was driven primarily by
increased sales activity.

Receivables

The
Company recognizes revenues on machine orders using the
percentage-of-completion method. Accordingly, accounts receivable are generated
when revenue is recognized, which can be before the funds are collected or in
some cases, before the customer is billed. As of March 31, 2006, the Company
had $123.2 million of accounts receivable compared to $155.5 million of
accounts receivable at December 31, 2005. Receivables at March 31, 2006
and December 31, 2005 included $37.5 million and $68.2 million, respectively,
of revenues from long-term contracts which were not billable at these dates.
The decrease in receivables was primarily due to increased revenues recognized
in the fourth quarter of 2005 that were collected in the first quarter of 2006.

Liabilities
to Customers on Uncompleted Contracts and Warranties

Customers
generally make down payments at the time of the order for a new machine as well
as progress payments throughout the manufacturing process. In accordance with
Statement of Position No. 81-1, these payments are recorded as Liabilities
to Customers on Uncompleted Contracts and Warranties.

Financing
Cash Flows

On
May 27, 2005, the Company entered into a credit agreement with GMAC Commercial
Finance LLC as lead lender. The credit agreement provides for a five year
$120.0 million revolving credit facility that may, at the Companys request and
with the lenders approval, be increased to $150.0 million. The credit
agreement provides that interest on borrowed amounts would initially be set at
either the prime rate plus .25% or LIBOR plus 1.25%, with quarterly adjustments
to interest rates beginning after nine months. Borrowings under the revolving
credit facility are subject to a borrowing base formula based on the value of
eligible receivables and inventory. At March 31, 2006, the Company had $20.8
million of borrowings under its revolving credit facility at a weighted average
interest rate of 5.9%. The amount available for borrowings under the revolving
credit facility at March 31, 2006 was $64.2 million.

The
credit agreement contains covenants limiting the discretion of management with
respect to key business matters and places significant restrictions on, among
other things, the Companys ability to incur additional indebtedness, create
liens or other encumbrances, make certain payments or investments, loans and
guarantees, and sell or otherwise dispose of assets and merge or consolidate
with another entity. All of the Companys domestic assets and the receivables
and inventory of the Companys Canadian subsidiary are pledged as collateral
under the revolving credit facility. In addition, the outstanding capital stock
of the Companys domestic subsidiaries as well as the majority of the capital
stock of the Companys foreign subsidiaries are pledged as collateral. The
Company is also required to

24

maintain compliance with certain financial covenants,
including a leverage ratio (as defined). The Company was in compliance with all
applicable covenants as of March 31, 2006.

Critical
Accounting Policies and Estimates

See
Critical Accounting Policies and Estimates in the Managements Discussion and
Analysis section of the Companys 2005 Annual Report to Shareholders. There
have been no material changes to these policies.

25

BUCYRUS
INTERNATIONAL, INC. AND SUBSIDIARIESITEM 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 floating rate debt
obligations in the United States. The Company manages borrowings under its
credit agreement 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.

At
March 31, 2006, a sensitivity analysis was performed for the Companys floating
rate debt obligations. Based on this sensitivity analysis, the Company has
determined that a 10% change in the Companys weighted average interest rate at
March 31, 2006 would not have a material effect on the Companys financial
position, results of operations or cash flows.

Foreign
Currency

The
Company sells new machines, including those sold directly to foreign customers,
and most of its aftermarket parts in United States dollars. A limited amount of
aftermarket parts sales are denominated in the local currencies of Australia,
Canada, Chile, South Africa, Brazil and the United Kingdom which subjects the
Company to foreign currency risk. Aftermarket sales and a portion of the labor
costs associated with such activities are denominated or paid in local
currencies. As a result, a relatively strong United States dollar could
decrease the United States dollar equivalent of the Companys sales without a
corresponding decrease of the United States dollar value of certain related
expenses. A relatively weak United States dollar could have the opposite
effect. The Company utilizes some foreign currency derivatives to mitigate
foreign exchange risk.

Currency
controls, devaluations, trade restrictions and other disruptions in the
currency convertibility and in the market for currency exchange could limit the
Companys ability to timely convert sales earned abroad into United States
dollars, which could adversely affect the Companys ability to service its
United States dollar indebtedness, fund its United States dollar costs and
finance capital expenditures and pay dividends on its common stock.

Based
on the derivative instruments outstanding at March 31, 2006, a 10% change in
foreign currency exchange rates would not have a material effect on the
Companys financial position, results of operations or cash flows.

26

BUCYRUS INTERNATIONAL,
INC. AND SUBSIDIARIESITEM 4 - CONTROLS AND PROCEDURES

As
of the end of the period covered by this Report, an evaluation was carried out
under the supervision and with the participation of the Companys management,
including its Chief Executive Officer and President and its Chief Financial
Officer, Controller and Secretary, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)).
Based upon their evaluation of these disclosure controls and procedures, the
President and Chief Executive Officer and the Chief Financial Officer,
Controller and Secretary concluded that the disclosure controls and procedures
were effective as of the end of the quarter ended March 31, 2006 to ensure that
material information relating to the Company, including its consolidated
subsidiaries, was made known to them by others within those entities,
particularly during the period in which this Report was being prepared.

There
were no changes in the Companys internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the quarter ended March 31, 2006 that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.

27

FORWARD-LOOKING
STATEMENTS

This
report contains statements that constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be identified by the use of predictive, future
tense or forward-looking terminology, such as believes, anticipates,
expects, estimates, intends, may, will or similar terms. You are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve significant risks and uncertainties, and that actual
results may differ materially from those contained in the forward-looking
statements as a result of various factors, some of which are unknown. The
factors that could adversely affect the Companys actual results and
performance include, without limitation:


  customers stockpiles and
  production capacity, including customers ability to procure tires for
  loading trucks, as well as production and consumption rates of copper, coal,
  iron, oil and other ores and minerals;
  the Companys plant capacity;
  raw material supply and
  subcontractor capacity;
  the cash flows of customers;
  consolidation among customers
  and suppliers;
  work stoppages at customers,
  suppliers or providers of transportation;
  the timing, severity and
  duration of customer and industry buying cycles;
  unforeseen patent, tax,
  product, environmental, employee health or benefit, or contractual liabilities that
  affect the Company;
  litigation;
  nonrecurring restructuring and
  other special charges incurred by the Company;
  changes in accounting or tax
  rules or regulations that affect the Company;
  changes in the relative values
  of currencies;
  the Companys leverage and debt
  service obligations;
  the Companys success in
  recruiting and retaining key managers and employees; and
  labor costs and labor
  relations.The
review of important factors above is not exhaustive, and should be read in
conjunction with the other cautionary statements included in this report and in
the Companys 2005 Annual Report to Shareholders and Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 15, 2006. All
forward-looking statements attributable to the Company are expressly qualified
in their entirety by the foregoing cautionary statements. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

28

PART II
OTHER INFORMATION

Item 1.
  Legal Proceedings.Not applicable.Item 2.
  Unregistered Sales of
  Equity Securities and Use of Proceeds.Not applicable.Item 3.
  Defaults Upon Senior
  Securities.Not applicable.Item 4.
  Submission of Matters to a
  Vote of Security Holders.Not applicable.Item 5.
  Other Information.Not applicable.Item 6.
  Exhibits.See Exhibit Index on last
  page of this report.29

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 May 9, 2006
  
  /s/Craig R. MackusCraig R. MackusChief Financial Officer
  and SecretaryPrincipal Accounting
  OfficerDate May 9, 2006
  
  /s/Timothy W. SullivanTimothy W. SullivanPresident and Chief
  Executive Officer30

BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2006

Exhibit
  Number
  
  Description31.1
  
  Certification
  of President and Chief Executive Officer pursuant to Section 302 of the
  Sarbanes-Oxley Act and Rules 13a-14(a)/15d-14(a).31.2
  
  Certification
  of Chief Financial Officer, Secretary and Controller pursuant to Section 302
  of the Sarbanes-Oxley Act and Rules 13a-14(a)/15d-14(a).32
  
  Certification
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002.EI-1