UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 Form 10-Q

   (Mark One)

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

          For the quarterly period ended June 30, 2004

                                    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 [  ]   No [ X ]

   Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes [ ]  No [X]

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

                   Class                       Outstanding August 10, 2004

     Class A Common Stock, $.01 par value                12,978,500

     Class B Common Stock, $.01 par value                 7,021,077




               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX


                                                              Page No.

PART I.  FINANCIAL INFORMATION:

       Item 1 - Financial Statements (Unaudited)

         Consolidated Condensed Statements of Operations -
         Quarters and six months ended June 30, 2004
         and 2003                                                  4

         Consolidated Condensed Statements of
         Comprehensive Income (Loss) - Quarters and
         six months ended June 30, 2004 and 2003                   5

         Consolidated Condensed Balance Sheets -
         June 30, 2004 and December 31, 2003                     6-7

         Consolidated Condensed Statements of Cash Flows -
         Six months ended June 30, 2004 and 2003                   8

         Notes to Consolidated Condensed Financial
         Statements                                             9-25

       Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of Operations  26-36

       Item 3 - Quantitative and Qualitative Disclosures
                About Market Risk                                 37

       Item 4 - Controls and Procedures                           38

       Forward-Looking Statements                                 39

PART II. OTHER INFORMATION:

       Item 1 - Legal Proceedings                                 40

       Item 2 - Changes in Securities, Use of Proceeds
                and Issuer Purchases of Equity Securities         40

       Item 3 - Defaults Upon Senior Securities                   40

       Item 4 - Submission of Matters to a Vote of
                Security Holders                                  40

       Item 5 - Other Information                                 40

       Item 6 - Exhibits and Reports on Form 8-K                  41

       Signature Page         37




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

                             Quarters Ended       Six Months Ended
                                June 30,              June 30,
                            2004      2003        2004      2003

Sales                     $116,967  $ 86,953    $214,095  $147,835
Cost of products sold       92,180    70,548     169,651   116,872
                          ________  ________    ________  ________

  Gross profit              24,787    16,405      44,444    30,963

Selling, general and
 administrative expenses    14,206     9,960      28,262    18,751
Research and development
 expenses                    1,280       930       2,634     2,084
Amortization of intangible
 assets                        411       412         823       824
                          ________  ________    ________  ________

  Operating earnings         8,890     5,103      12,725     9,304

Interest expense             4,166     4,472       8,291     8,995
Other (income)
 expense - net                 373       189         718       393
                          ________  ________    ________  ________

Earnings (loss) before
 income taxes                4,351       442       3,716       (84)
Income tax expense           1,722       928       3,102     1,734
                          ________  ________    ________  ________

Net earnings (loss)       $  2,629  $   (486)   $    614  $ (1,818)
                          ========  ========    ========  ========

Net earnings (loss)
per share data:
 Basic:
  Net earnings (loss)
   per share                  $  .22      $(.04)      $  .05      $(.16)
  Weighted average shares   12,058,400  11,500,560  12,058,400  11,492,720

 Diluted:
  Net earnings (loss)
   per share                  $  .21      $(.04)      $  .05      $(.16)
  Weighted average shares   12,687,687  11,500,560  12,716,552  11,492,720



         See notes to consolidated condensed financial statements.




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

                                Quarters Ended       Six Months Ended
                                   June 30,              June 30,
                               2004      2003        2004      2003

Net earnings (loss)          $  2,629  $   (486)   $    614  $ (1,818)

Other comprehensive
 income (loss)-
  Foreign currency
  translation adjustments      (3,048)    3,956      (4,043)    5,532
                             ________  ________    ________  ________

Comprehensive income (loss)  $   (419) $  3,470    $ (3,429) $  3,714
                             ========  ========    ========  ========

         See notes to consolidated condensed financial statements.



<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                             CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
                              (Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
                                June 30,      December 31,                                     June 30,      December 31,
                                  2004            2003                                           2004            2003
<S>                             <C>           <C>             <C>                              <C>           <C>

                                                              LIABILITIES AND COMMON
ASSETS                                                          SHAREHOLDERS' INVESTMENT
CURRENT ASSETS:                                                 CURRENT LIABILITIES:
 Cash and cash                                                   Accounts payable and
  equivalents                   $  6,541        $  6,075          accrued expenses             $ 67,282        $ 59,591
 Receivables - net                66,819          73,111         Liabilities to customers
 Inventories                     112,725         115,898          on uncompleted contracts
 Prepaid expenses and                                             and warranties                 12,817          19,030
  other current assets             7,147           8,209         Income taxes                     2,121           4,314
                                ________        ________         Borrowings under senior
                                                                  secured revolving credit
 Total Current Assets            193,232         203,293          facility and other
                                                                  short-term obligations         19,353          37,420
OTHER ASSETS:                                                    Current maturities of
 Restricted funds                                                 long-term debt                    342             376
  on deposit                         563             578                                       ________        ________
 Goodwill                         55,860          55,860
 Intangible assets - net          34,901          35,724         Total Current Liabilities      101,915         120,731
 Other assets                      7,012           9,255
                                ________        ________        LONG-TERM LIABILITIES:
                                                                 Liabilities to customers on
                                  98,336         101,417          uncompleted contracts
                                                                  and warranties                    800             800
PROPERTY, PLANT AND EQUIPMENT:                                   Postretirement benefits         13,372          13,130
 Cost                            114,535         112,955         Deferred expenses,
 Less accumulated                                                 pension and other              32,496          32,449
  depreciation                   (60,604)        (55,522)        Payable to American
                                ________        ________          Industrial Partners             5,803           5,527
                                                                 Interest payable to
                                  53,931          57,433          Holdings                       23,660          25,810
                                                                                               ________        ________

                                                                                                 76,131          77,716

                                                                LONG-TERM DEBT, less
                                                                 current maturities             153,719         153,973
                                                                 (including $75,635 of
                                                                 Senior Notes held by
                                                                 Holdings)

                                                                COMMON SHAREHOLDERS'
                                                                 INVESTMENT:
                                                                 Common stock - par value
                                                                  $.01 per share, authorized
                                                                  13,600,000 shares, issued
                                                                  12,130,800 shares                 121              15
                                                                 Additional paid-in capital     156,912         149,578
                                                                 Treasury stock -
                                                                  72,400 shares, at cost           (851)           (851)
                                                                 Accumulated deficit           (104,169)       (104,783)
                                                                 Accumulated other
                                                                  comprehensive loss            (38,279)        (34,236)
                                                                                               ________        ________

                                                                                                 13,734           9,723
                              ________          ________                                       ________        ________

                              $345,499          $362,143                                       $345,499        $362,143
                              ========          ========                                       ========        ========

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




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

                                             Six Months Ended June 30,
                                             2004            2003

Net Cash Provided By Operating Activities  $ 21,609        $  9,274
                                           ________        ________
Cash Flows From Investing Activities
Decrease in restricted funds
  on deposit                                     15             104
Purchases of property, plant
  and equipment                              (2,346)         (1,086)
Proceeds from sale of property, plant
  and equipment                                  57              15
                                           ________        ________

Net cash used in investing activities        (2,274)           (967)
                                           ________        ________
Cash Flows From Financing Activities
Net repayments of revolving credit
  facility                                  (19,066)         (4,784)
Net increase (decrease) in long-term
  debt and other bank borrowings                711            (378)
Payment of financing expenses                  (208)         (1,303)
Proceeds from issuance of common stock            -              36
                                           ________        ________

Net cash used in financing activities       (18,563)         (6,429)
                                           ________        ________

Effect of exchange rate changes
  on cash                                      (306)            586
                                           ________        ________
Net increase in cash and
  cash equivalents                              466           2,464
Cash and cash equivalents at
  beginning of period                         6,075           4,189
                                           ________        ________
Cash and cash equivalents at
  end of period                            $  6,541        $  6,653
                                           ========        ========


Supplemental Disclosures of Cash Flow Information

                                             2004            2003
Cash paid during the period for:
  Interest                                 $  8,446        $  5,259
  Income taxes - net of refunds               4,623           2,891


         See notes to consolidated condensed financial statements.





               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
     NOTES 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.  The Company's operations are classified as one operating
   segment.  At June 30, 2004, the Company was substantially wholly-owned
   by Bucyrus Holdings, LLC ("Holdings"), which was controlled by
   American Industrial Partners ("AIP").

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 2003
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 30, 2004.

3. On July 22, 2004, the Company announced the completion of an initial
   public offering of 12,362,500 shares of its Class A common stock at $18
   per share, from which the Company received net proceeds, after
   commissions and estimated expenses, of approximately $129,600,000.  The
   Company sold 7,941,177 shares in the offering and AIP sold 4,421,323
   shares, 1,612,500 of which were sold through exercise by the
   underwriters of their over-allotment option.  The shares sold by AIP
   were Class B shares, which converted to Class A shares upon their sale
   by AIP.  As a result, the Company's outstanding capital stock, on an
   undiluted basis, consists of 7,021,077 shares of Class B common stock,
   all of which are owned by AIP, and 12,978,500 shares of Class A common
   stock.  As a general matter, as to all matters submitted to a vote of
   the stockholders, each share of Class A common stock has one vote and
   each share of Class B common stock has two votes.

4. Inventories consist of the following:

                                    June 30,       December 31,
                                      2004             2003
                                       (Dollars in Thousands)

   Raw materials and parts          $ 15,841         $ 11,655
   Work in process                    13,208           20,433
   Finished products (primarily
    replacement parts)                83,676           83,810
                                    ________         ________

                                    $112,725         $115,898
                                    ========         ========

5. On June 9, 2004, the Company's Board of Directors authorized an eight-
   for-one stock split which increased the number of authorized shares of
   common stock of the Company as of that date to 13,600,000 shares and
   increased the number of issued and outstanding shares to 12,058,400
   shares.

   Net earnings (loss) per share of common stock for prior periods has been
   calculated on a retroactive basis to reflect the stock split.  The
   following is a reconciliation of the numerators and the denominators of
   the basic and diluted net earnings per share of common stock
   calculations in 2004:

                                                           Six Months
                                         Quarter Ended       Ended
                                         June 30, 2004    June 30, 2004
                                             (Dollars in Thousands,
                                            Except Per Share Amounts)

   Net earnings                             $2,629           $  614
                                            ======           ======

   Weighted average shares outstanding    12,058,400       12,058,400
                                          ==========       ==========

     Basic net earnings per share           $  .22           $  .05
                                            ======           ======


   Weighted average shares outstanding    12,058,400       12,058,400
   Effect of dilutive stock options          629,287          658,152
                                          __________       __________

   Weighted average shares
    outstanding - diluted                 12,687,687       12,716,552
                                          ==========       ==========

      Diluted net earnings per share        $  .21           $  .05
                                            ======           ======


   The weighted average shares outstanding used to compute the diluted loss
   per share for the quarter and six months ended June 30, 2003 exclude
   outstanding options to purchase 1,309,208 shares of the Company's common
   stock as of June 30, 2003.  The options were excluded because their
   inclusion would have been antidilutive.

6. The Company accounts for stock options 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").  The
   following table illustrates the effect on net earnings (loss) and net
   earnings (loss) per share as if the fair value-based method provided by
   SFAS 123 had been applied for all outstanding and unvested awards in
   each period:

                          Quarters Ended         Six Months Ended
                             June 30,                June 30,
                         2004        2003        2004        2003
                       (Dollars in Thousands, Except Per Share Amounts)

Reported net earnings
 (loss)                $  2,629    $   (486)    $    614    $ (1,818)
Add: Non-cash stock-based
 employee compensation
 expense recorded for
 stock options, net of
 related tax effects      3,293         638        7,441         638
Deduct: Total non-cash
 stock-based employee
 compensation expense
 determined under fair
 value based method for
 all awards, net of
 related tax effects         (4)        (73)          (8)       (145)
                       ________    ________     ________    ________

Pro forma net earnings
 (loss)                $  5,918    $     79     $  8,047    $ (1,325)
                       ========    ========     ========    ========

Net earnings (loss) per
 share of common stock:
   As reported:
    Basic              $    .22    $   (.04)    $    .05    $   (.16)
    Diluted                 .21        (.04)         .05        (.16)
   Pro forma:
    Basic                   .49         .01          .67        (.12)
    Diluted                 .47         .01          .63        (.12)


7. Intangible assets consist of the following:

                                June 30, 2004        December 31, 2003
                            Gross                  Gross
                           Carrying Accumulated   Carrying Accumulated
                            Amount  Amortization   Amount  Amortization
                                      (Dollars in Thousands)
Amortized intangible
 assets:
   Engineering drawings    $ 25,500  $ (8,631)    $ 25,500  $ (7,994)
   Bill of material
    listings                  2,856      (966)       2,856      (895)
   Software                   2,288    (1,549)       2,288    (1,434)
                           ________  ________     ________  ________

                           $ 30,644  $(11,146)    $ 30,644  $(10,323)
                           ========  ========     ========  ========

Unamortized intangible
 assets:
   Trademarks/Trade names  $ 12,436               $ 12,436
   Intangible pension
    asset                     2,967                  2,967
                           ________               ________

                           $ 15,403               $ 15,403
                           ========               ========

   The estimated future amortization expense of intangible assets as of
   June 30, 2004 is as follows:

                                      (Dollars in Thousands)

         2004 (remaining six months)         $    823
         2005                                   1,647
         2006                                   1,647
         2007                                   1,585
         2008                                   1,418
         2009                                   1,418
         Future                                10,960
                                             ________

                                             $ 19,498
                                             ========

8. The 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
   are 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 has an
   ongoing program to address any potential environmental problems.  While
   no assurance can be given, the Company believes that expenditures for
   compliance and remediation will not have a material effect on its
   capital expenditures, results of operations or competitive position.

   Warranty Liability

   The Company recognizes the cost associated with its warranty policies on
   its products at the time of sale.  The amount recognized is based on
   historical experience.  The following is a reconciliation of the changes
   in accrued warranty costs for the six months ended June 30, 2004 and
   2003:

                                       Six Months Ended June 30,
                                        2004              2003
                                         (Dollars in Thousands)

   Balance at January 1               $  4,311          $  3,597
   Provision                             1,835             1,428
   Charges                                (978)             (581)
                                      ________          ________

   Balance at June 30                 $  5,168          $  4,444
                                      ========          ========

   Product Liability

   The 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 said claims,
   subject to varying deductibles up to $3,000,000, 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 said 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 Liability

   The Company has been named as a co-defendant in approximately 295
   personal injury liability cases alleging damages due to exposure to
   asbestos and other substances, involving approximately 1,483 plaintiffs.
   The cases are pending in courts in nine 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.

   Other Litigation

   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 $3,600,000
   Australian dollars related to its contention 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.  The Company has established
   a reserve for its estimate of the resolution of this matter.  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.

9. Statement of Financial Accounting Standards No. 130, "Reporting
   Comprehensive Income," requires the reporting of comprehensive income
   (loss) in addition to net earnings (loss) from operations. Comprehensive
   income (loss) 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 (loss).  The Company
   reports comprehensive income (loss) and accumulated other comprehensive
   income (loss) which includes net earnings (loss), foreign currency
   translation adjustments and minimum pension liability adjustments.
   Information on accumulated other comprehensive loss is as follows:

                                              Minimum         Accumulated
                             Cumulative       Pension            Other
                             Translation     Liability       Comprehensive
                             Adjustments    Adjustments          Loss
                                       (Dollars in Thousands)

Balance at December 31, 2003  $ (9,028)      $(25,208)         $(34,236)
Changes - Six months ended
  June 30, 2004                 (4,043)             -            (4,043)
                              ________       ________          ________

Balance at June 30, 2004      $(13,071)      $(25,208)         $(38,279)
                              ========       ========          ========

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.

    The components of net periodic pension cost consisted of the following:

                          Quarters Ended          Six Months Ended
                             June 30,                 June 30,
                         2004        2003         2004        2003
                                   (Dollars in Thousands)

Service cost           $    444    $    393     $    887    $    785
Interest cost             1,332       1,269        2,642       2,538
Expected return on
 plan assets             (1,266)     (1,008)      (2,522)     (2,015)
Amortization of prior
 service cost                51          48          102          97
Amortization of
 actuarial loss             401         483          572         965
                       ________    ________     ________    ________

Net cost               $    962    $  1,185     $  1,681    $  2,370
                       ========    ========     ========    ========

  The components of other net periodic postretirement benefits cost (health
  care and life insurance) consisted of the following:

                          Quarters Ended          Six Months Ended
                             June 30,                 June 30,
                         2004        2003         2004      2003
                                   (Dollars in Thousands)

Service cost           $    195    $    137     $    385    $    273
Interest cost               307         235          571         471
Amortization of prior
 service cost               (55)        (45)        (110)        (91)
Amortization of
 actuarial loss              77          58          168         116
                       ________    ________     ________    ________

    Net cost           $    524    $    385     $  1,014    $    769
                       ========    ========     ========    ========

    During the first six months of 2004, the Company contributed
    approximately $1,598,000 to its pension plans and $781,000 for the
    payment of benefits from its postretirement benefit plan.  The Company
    presently anticipates contributing an additional $2,501,000 to its
    pension plans and $926,000 for the payment of benefits from its
    postretirement benefit plan during the remainder of 2004.

11. The Company's payment obligations under its 9-3/4% Senior Notes due
    2007 (the "Senior Notes") were, as of June 30, 2004, 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 Subsidiaries and Other Subsidiaries using the equity method
    of accounting.  The Company has determined that it is not practicable
    to allocate goodwill, intangible assets and deferred income taxes to
    the Guarantor Subsidiaries and Other Subsidiaries.  Parent Company
    amounts for net earnings (loss) and common shareholders' investment
    differ from consolidated amounts as intercompany profit in subsidiary
    inventory has not been eliminated in the Parent Company statement but
    has been eliminated in the Consolidated Totals.



<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statement of Operations
                                    Quarter Ended June 30, 2004
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>        <C>            <C>           <C>           <C>
Sales                        $ 71,125     $ 13,273       $ 57,640      $(25,071)     $116,967
Cost of products sold          56,505       12,313         47,559       (24,197)       92,180
                             ________     ________       ________      ________      ________

Gross profit                   14,620          960         10,081          (874)       24,787

Selling, general and
 administrative expenses        9,022          469          4,789           (74)       14,206
Research and development
 expenses                       1,280            -              -             -         1,280
Amortization of
 intangible assets                411            -              -             -           411
                             ________     ________       ________      ________      ________

Operating earnings              3,907          491          5,292          (800)        8,890

Interest expense                4,388          353            538        (1,113)        4,166
Other (income) expense - net     (390)           -           (350)        1,113           373
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries       (91)         138          5,104          (800)        4,351
Income tax expense                168            4          1,550             -         1,722
                             ________     ________       ________      ________      ________

Earnings (loss) before
 equity in net earnings of
 consolidated subsidiaries       (259)         134          3,554          (800)        2,629

Equity in net earnings of
  consolidated subsidiaries     3,688            -              -        (3,688)            -
                             ________     ________       ________      ________      ________

Net earnings                 $  3,429     $    134       $  3,554      $ (4,488)     $  2,629
</TABLE>





<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statement of Operations
                                    Quarter Ended June 30, 2003
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>        <C>            <C>           <C>           <C>
Sales                        $ 52,105     $  9,730       $ 42,148      $(17,030)     $ 86,953
Cost of products sold          42,706        9,296         35,047       (16,501)       70,548
                             ________     ________       ________      ________      ________

Gross profit                    9,399          434          7,101          (529)       16,405

Selling, general and
 administrative expenses        5,514          443          4,083           (80)        9,960
Research and development
 expenses                         930            -              -             -           930
Amortization of
 intangible assets                412            -              -             -           412
                             ________     ________       ________      ________      ________

Operating earnings (loss)       2,543           (9)         3,018          (449)        5,103

Interest expense                4,721          345            176          (770)        4,472
Other (income) expense - net     (152)          (1)          (428)          770           189
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries    (2,026)        (353)         3,270          (449)          442
Income taxes                       60            6            862             -           928
                             ________     ________       ________      ________      ________

Earnings (loss) before
 equity in net earnings of
 consolidated subsidiaries     (2,086)        (359)         2,408          (449)         (486)

Equity in net earnings of
  consolidated subsidiaries     2,049            -              -        (2,049)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $    (37)    $   (359)      $  2,408      $ (2,498)     $   (486)
</TABLE>





<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statement of Operations
                                   Six Months Ended June 30, 2004
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>        <C>            <C>           <C>           <C>
Sales                        $132,267     $ 25,813       $103,754      $(47,739)     $214,095
Cost of products sold         103,359       24,009         88,425       (46,142)      169,651
                             ________     ________       ________      ________      ________

Gross profit                   28,908        1,804         15,329        (1,597)       44,444

Selling, general and
 administrative expenses       18,185        1,081          9,143          (147)       28,262
Research and development
 expenses                       2,634            -              -             -         2,634
Amortization of
 intangible assets                823            -              -             -           823
                             ________     ________       ________      ________      ________

Operating earnings              7,266          723          6,186        (1,450)       12,725

Interest expense                8,726          692          1,078        (2,205)        8,291
Other (income) expense - net     (787)           -           (700)        2,205           718
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries      (673)          31          5,808        (1,450)        3,716
Income tax expense                509            7          2,586             -         3,102
                             ________     ________       ________      ________      ________

Earnings (loss) before
 equity in net earnings of
 consolidated subsidiaries     (1,182)          24          3,222        (1,450)          614

Equity in net earnings of
  consolidated subsidiaries     3,246            -              -        (3,246)            -
                             ________     ________       ________      ________      ________

Net earnings                 $  2,064     $     24       $  3,222      $ (4,696)     $    614
</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statement of Operations
                                   Six Months Ended June 30, 2003
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>        <C>            <C>           <C>           <C>
Sales                        $ 87,080     $ 17,280       $ 75,577      $(32,102)     $147,835
Cost of products sold          68,946       17,232         61,759       (31,065)      116,872
                             ________     ________       ________      ________      ________

Gross profit                   18,134           48         13,818        (1,037)       30,963

Selling, general and
 administrative expenses        8,948          989          8,945          (131)       18,751
Research and development
 expenses                       2,084            -              -             -         2,084
Amortization of
 intangible assets                824            -              -             -           824
                             ________     ________       ________      ________      ________

Operating earnings (loss)       6,278         (941)         4,873          (906)        9,304

Interest expense                9,472          678          1,462        (2,617)        8,995
Other (income) expense - net   (1,453)          (1)          (770)        2,617           393
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries    (1,741)      (1,618)         4,181          (906)          (84)
Income tax expense                227           12          1,495             -         1,734
                             ________     ________       ________      ________      ________

Earnings (loss) before
 equity in net earnings of
 consolidated subsidiaries     (1,968)      (1,630)         2,686          (906)       (1,818)

Equity in net earnings of
  consolidated subsidiaries     1,056            -              -        (1,056)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $   (912)    $ (1,630)      $  2,686      $ (1,962)     $ (1,818)
</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheet
                                           June 30, 2004
                                       (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  $      -     $     15       $  6,526      $       -     $  6,541
  Receivables - net            24,632        9,531         32,065            591       66,819
  Intercompany receivables     88,594          896         25,829       (115,319)           -
  Inventories                  53,505        6,278         58,915         (5,973)     112,725
  Prepaid expenses and
    other current assets        1,722            7          5,418              -        7,147
                             ________     ________       ________      _________     ________

  Total Current Assets        168,453       16,727        128,753       (120,701)     193,232

OTHER ASSETS:
  Restricted funds on deposit     245            -            318              -          563
  Goodwill                     55,660            -            200              -       55,860
  Intangible assets - net      34,901            -              -              -       34,901
  Other assets                  5,055            -          1,957              -        7,012
  Investment in subsidiaries   26,730            -              -        (26,730)           -
                             ________     ________       ________      _________     ________

                              122,591            -          2,475        (26,730)      98,336

PROPERTY, PLANT AND
 EQUIPMENT - net               37,475        5,603         10,853              -       53,931
                             ________     ________       ________      _________     ________

                             $328,519     $ 22,330       $142,081      $(147,431)    $345,499


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
(DEFICIT)

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 50,156     $  3,139       $ 14,187      $    (200)    $ 67,282
  Intercompany payables           296       29,515         78,734       (108,545)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              9,081          353          3,383              -       12,817
  Income taxes                    446           45          1,630              -        2,121
  Borrowings under senior
    secured revolving credit
    facility and other short-
    term obligations           18,354            -            999              -       19,353
  Current maturities of
    long-term debt                  -           48            294              -          342
                             ________     ________       ________      _________     ________

  Total Current Liabilities    78,333       33,100         99,227       (108,745)     101,915

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                800            -              -              -          800
  Postretirement benefits      13,059            -            313              -       13,372
  Deferred expenses,
    pension and other          31,174          843            479              -       32,496
  Payable to American
    Industrial Partners         5,803            -              -              -        5,803
  Interest payable
    to Holdings                23,660            -              -              -       23,660
                             ________     ________       ________      _________     ________

                               74,496          843            792              -       76,131
LONG-TERM DEBT, less current
  maturities (including
  $75,635 of Senior Notes
  held by Holdings)           150,000        1,154          2,565              -      153,719

COMMON SHAREHOLDERS'
  INVESTMENT (DEFICIT)         25,690      (12,767)        39,497        (38,686)      13,734
                             ________     ________       ________      _________     ________

                             $328,519     $ 22,330       $142,081      $(147,431)    $345,499
</TABLE>




<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheet
                                         December 31, 2003
                                       (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  $      -     $     16       $  7,222      $  (1,163)    $  6,075
  Receivables - net            24,325        8,687         39,335            764       73,111
  Intercompany receivables     84,418          632         31,833       (116,883)           -
  Inventories                  58,405        5,980         60,132         (8,619)     115,898
  Prepaid expenses and
    other current assets        1,722           56          6,431              -        8,209
                             ________     ________       ________      _________     ________

    Total Current Assets      168,870       15,371        144,953       (125,901)     203,293

OTHER ASSETS:
  Restricted funds on deposit     245            -            333              -          578
  Goodwill                     55,660            -            200              -       55,860
  Intangible assets - net      35,724            -              -              -       35,724
  Other assets                  7,184            -          2,071              -        9,255
  Investment in subsidiaries   26,618            -              -        (26,618)           -
                             ________     ________       ________      _________     ________

                              125,431            -          2,604        (26,618)     101,417

PROPERTY, PLANT AND
 EQUIPMENT - net               39,701        6,028         11,704              -       57,433
                             ________     ________       ________      _________     ________

                             $334,002     $ 21,399       $159,261      $(152,519)    $362,143


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
(DEFICIT)

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 39,929     $  2,584       $ 17,097      $     (19)    $ 59,591
  Intercompany payables             -       29,311         88,178       (117,489)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties             11,522          628          6,880              -       19,030
  Income taxes                    478           45          3,791              -        4,314
  Borrowings under senior
    secured revolving credit
    facility and other short-
    term obligations           37,420            -              -              -       37,420
  Current maturities of
    long-term debt                  -           49            327              -          376
                             ________     ________       ________      _________     ________

  Total Current Liabilities    89,349       32,617        116,273       (117,508)     120,731

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                800            -              -              -          800
  Postretirement benefits      12,801            -            329              -       13,130
  Deferred expenses,
    pension and other          31,599          397            453              -       32,449
  Payable to American
    Industrial Partners         5,527            -              -              -        5,527
  Interest payable to
    Holdings                   25,810            -              -              -       25,810
                             ________     ________       ________      _________     ________

                               76,537          397            782              -       77,716
LONG-TERM DEBT, less
  current maturities
  (including $75,635
  of Senior Notes held
  by Holdings)                150,000        1,176          2,797              -      153,973

COMMON SHAREHOLDERS'
  INVESTMENT (DEFICIT)         18,116      (12,791)        39,409        (35,011)       9,723
                             ________     ________       ________      _________     ________

                             $334,002     $ 21,399       $159,261      $(152,519)    $362,143
</TABLE>




<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statement of Operations
                                   Six Months Ended June 30, 2004
                                       (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     $ 21,159     $     47       $   (760)     $  1,163      $ 21,609
                             ________     ________       ________      ________      ________
Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                  -            -             15             -            15
Purchases of property,
  plant and equipment          (1,894)         (25)          (427)            -        (2,346)
Proceeds from sale of
  property, plant and
  equipment                         9            -             48             -            57
                             ________     ________       ________      ________      ________
Net cash used in
  investing activities         (1,885)         (25)          (364)            -        (2,274)
                             ________     ________       ________      ________      ________
Cash Flows From Financing
Activities
Payments of revolving
  credit facility             (19,066)           -              -             -       (19,066)
Net increase (decrease)
  in other long-term debt
  and bank borrowings               -          (23)           734             -           711
Payment of financing
  expenses                       (208)           -              -             -          (208)
                             ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities    (19,274)         (23)           734             -       (18,563)
                             ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                   -            -           (306)            -          (306)
                             ________     ________       ________      ________      ________
Net increase (decrease)
  in cash and cash
  equivalents                       -           (1)          (696)        1,163           466
Cash and cash equivalents
  at beginning of period            -           16          7,222        (1,163)        6,075
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $     15       $  6,526      $      -      $  6,541
</TABLE>




<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statement of Cash Flows
                                   Six Months Ended June 30, 2003
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>        <C>            <C>           <C>           <C>
Net Cash Provided By
Operating Activities         $  6,691     $     26       $  2,557      $      -      $  9,274
                             ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                 21            -             83             -           104
Purchases of property,
  plant and equipment            (655)          (5)          (426)            -        (1,086)
Proceeds from sale of
  property, plant and
  equipment                         3            2             10             -            15
Dividends paid to parent          117            -           (117)            -             -
                             ________     ________       ________      ________      ________
Net cash used in
  investing activities           (514)          (3)          (450)            -          (967)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facilities            (4,784)           -              -             -        (4,784)
Net decrease in other
  long-term debt and
  bank borrowings                (126)         (22)          (230)            -          (378)
Payment of financing
  expenses                     (1,303)           -              -             -        (1,303)
Proceeds from issuance
  of common stock                  36            -              -             -            36
                             ________     ________       ________      ________      ________
Net cash used in
  financing activities         (6,177)         (22)          (230)            -        (6,429)
                             ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                   -            -            586             -           586
                             ________     ________       ________      ________      ________
Net increase in cash and
  cash equivalents                  -            1          2,463             -         2,464
Cash and cash equivalents
  at beginning of period            -           24          4,165             -         4,189
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $     25       $  6,628      $      -      $  6,653
</TABLE>





             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 OEM products and the majority of its
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, England, India, Peru, South Africa and the United States.
The largest markets for this mining equipment have been in the United
States, South America, Australia, South Africa and Canada.  In the
future, China, India and Canada 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 2001 and 2002, the market prices of many surface-mined
commodities were generally weak.  In 2003 and during the first six
months of 2004, market prices for copper, coal, iron ore and oil
increased.  Factors that could support sustained demand for these key
commodities include continued economic growth in China, India and the
developing world, and renewed economic strength in industrialized
countries.

   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.  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.

   While the Company continues to forecast increased revenues
attributable to increased demand related to both aftermarket parts sales
and OEM machine sales relative to prior periods of weaker OEM sales, the
Company maintains ongoing efforts to improve efficiency and contain
costs. The Company has recorded restructuring charges in recent years.
While the Company does not anticipate significant restructuring charges
in future years, the Company does continually evaluate all opportunities
for reductions of headcount.  The Company does not believe these
previous reductions will impact its ability to respond to increased
demand for its products.

   A substantial portion of the Company's sales and operating earnings
is attributable to operations located outside the United States.  The
Company sells OEM machines, including those sold directly to foreign
customers, and most of its aftermarket parts in United States dollars,
with limited aftermarket parts sales denominated in the local currencies
of Australia, Canada, South Africa, Brazil, Chile 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 70% of the Company's
2003 sales were priced in United States dollars.

   Over the past three years, during a period of generally weak
commodity prices, the Company increased gross profits by improving
manufacturing overhead variances, achieving productivity gains and
growing its high margin aftermarket parts and services business.

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

Key Measures

   Commodity Prices

   Demand for the Company's OEM machines is driven in large part by
the prices of certain commodities, such as copper, coal, oil and iron
ore.  The prices of these commodities have risen in recent periods,
particularly in the fourth quarter of 2003 and first quarter of 2004.
Prices moderated to some degree in the second quarter of 2004.  The
following table shows selected commodity prices at June 30, 2004 and as
of December 31, 2003, 2002 and 2001:

                                   June 30,          December 31,
                                     2004      2003     2002     2001

Copper $/lb.(1)                     $ 1.22    $ 1.05   $  .70   $  .66
Japanese coking coal $/tonne(2)     $71.54    $42.97   $40.97   $42.23
Asian steam coal marker $/tonne(3)  $76.25    $54.82   $31.22   $31.46
Heavy oil $/barrel(4)               $23.39    $18.39   $19.63   $ 8.57
South American iron ore $/tonne (5) $37.90    $31.95   $29.31   $30.03
__________
(1) Source: London Metal Exchange.
(2) Source: The Institute for Energy Economics, Japan.  Latest price
    available is as of May 31, 2004.
(3) Source: McCloskey Coal News.
(4) Source: Sproule Associates, Ltd.  The prices quoted are for Hardisty
    (Canada) Heavy Crude Oil and were converted from Canadian to United
    States dollars based on the prevailing exchange rate on each applicable
    measurement date.
(5) Source: Skillings Mining Review.

   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 down-time.  On-time delivery and
reduced lead time of aftermarket parts and services allow customers to
reduce downtime and is therefore a key measure 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, has
increased from approximately 74% in 2001 to 92% for 2003 and 93% for the
first six months of 2004.  Lead times for deliveries were approximately
the same in the first six months of 2004 as compared to 2003.

   The Company increased on-time deliveries in 2003 and the first six
months of 2004 and reduced lead times from 2001 to 2002 and retained
improvements in 2003 and the first six months of 2004 despite increasing
component complexity 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.  Information resources useful in
accomplishing many of these improvements are now available from the
Company's enterprise resource planning ("ERP") system.

   Productivity

   Sales per full time employee is a measure of the Company's
operational efficiency.  Sales per full time equivalent employee were
$248,000 for the first six months of 2004 and $219,000 for 2003 compared
with $186,000 for 2001.  This productivity increase is 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 2003 and the first six months of 2004, warranty claims as a
percentage of total sales were less than 1%.

   Backlog

   Backlog is a tool which allows management to forecast sales and
production requirements.  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 June 30, 2004 and December 31, 2003 as well as
the portion of backlog which is or was expected to be recognized within
12 months of these dates:


                               June 30,      December 31,
                                 2004            2003
                                 (Dollars in Thousands)

   Next 12 months              $151,454        $122,263
   Total                       $267,714        $233,642

   Inventory

   Inventory is one of the Company's significant assets.  As of June
30, 2004 the Company had $112,725,000 in inventory.  Inventory turned at
a rate of approximately 2.7 times during the first six months of 2004,
which the Company believes is in line with other manufacturers of
surface mining equipment.  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 inventory include reduced demand for aftermarket parts due to
decreased sales volumes attributable to new or improved technology or
customers discontinuing the use of 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 inventory
impairments.

Results of Operations

   Quarter And Six Months Ended June 30, 2004 Compared to Quarter And
   Six Months Ended June 30, 2003

   Sales

   Sales for the quarter and six months ended June 30, 2004 were
$116,967,000 and $214,095,000, respectively, compared with $86,953,000
and $147,835,000, for the quarter and six months ended June 30, 2003,
respectively.  Sales of aftermarket parts and services for the second
quarter of 2004 were $83,185,000, an increase of 31.0% from $63,513,000
for the second quarter of 2003.  Sales of aftermarket parts and services
for the six months ended June 30, 2004 were $152,649,000, an increase of
30.3% from $117,150,000 for the six months ended June 30, 2003.  The
increases were primarily due to an increase in customer equipment
utilization and discretionary spending.  Machine sales for the second
quarter of 2004 were $33,782,000, an increase of 44.1% from $23,440,000
for the second quarter of 2003.  Machine sales for the six months ended
June 30, 2004 were $61,446,000, an increase of 100.2% from $30,685,000
for the six months ended June 30, 2003.  Approximately $2,825,000 and
$7,132,000 of the increases in sales for the quarter and six months
ended June 30, 2004, respectively, was attributable to a weakening
United States dollar, which primarily impacted aftermarket sales (see
"Foreign Currency Fluctuations" below).

   Gross Profit

   Gross profit for the second quarter of 2004 was $24,787,000 or
21.2% of sales compared with $16,405,000 or 18.9% of sales for the
second quarter of 2003.  Gross profit for the six months ended June 30,
2004 was $44,444,000 or 20.8% compared with $30,963,000 or 20.9% for the
six months ended June 30, 2003.  The increase in gross profit was
primarily due to an increase in sales.  The increase in the gross profit
percentage for the second quarter of 2004 was primarily due to
manufacturing overhead variance improvements of approximately $1,300,000
compared with 2003 due to continuing cost controls and higher
manufacturing volumes.  Also included in gross profit for the six months
ended June 30, 2004 and 2003 was $2,580,000 and $2,530,000,
respectively, of additional depreciation expense as a result of purchase
price allocation to plant and equipment in connection with American
Industrial Partners' ("AIP") acquisition of the Company.  Approximately
$550,000 and $1,320,000 of the increase in gross profit in the quarter
and six months ended June 30, 2004, respectively, 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 quarter ended
June 30, 2004 were $14,206,000 or 12.1% of sales compared to $9,960,000
or 11.5% of sales for the quarter ended June 30, 2003.  Selling, general
and administrative expenses for the six months ended June 30, 2004 were
$28,262,000 or 13.2% of sales compared to $18,751,000 or 12.7% of sales
for the six months ended June 30, 2003.  Selling, general and
administrative expenses for quarter and six months ended June 30, 2004
include $3,293,000 and $7,441,000, respectively, related to non-cash
stock-based employee compensation compared to $638,000 for the quarter
and six months ended June 30, 2003.  This expense represents the charge
recorded relating to the existing book value stock option plan accounted
for in accordance with Emerging Issues Task Force ("EITF") Issue No. 87-
23.  Selling expenses for the quarter and six months ended June 30, 2004
increased by $945,000 and $1,983,000, respectively, primarily due to
increased sales efforts in South America and higher foreign costs as a
result of the weakened U.S. dollar.  AIP expenses pursuant to the
Management Services Agreement for the quarter and six months ended June
30, 2004 were $550,000 and $1,050,000, respectively, compared with
$389,000 and $799,000 for the quarter and six months ended June 30,
2003, respectively.  Foreign currency transaction gains for the quarter
and six months ended June 30, 2004 were $199,000 and $844,000,
respectively, compared with a loss of $38,000 and $281,000 for the
quarter and six months ended June 30, 2003, respectively.

   Research and Development Expenses

   Research and development expenses for the quarter and six months
ended June 30, 2004 were $1,280,000 and $2,634,000, respectively,
compared with $930,000 and $2,084,000 for the quarter and six months
ended June 30, 2003, respectively.

   Amortization of Intangible Assets

   Amortization of intangible assets, consisting of engineering
drawings, bill of material listings and software, was $411,000 and
$823,000 for the quarter and six months ended June 30, 2004,
respectively, compared with $412,000 and $824,000 for the quarter and
six months ended June 30, 2003, respectively.

   Operating Earnings

   Operating earnings for the second quarter of 2004 were $8,890,000
or 7.6% of sales, compared with $5,103,000 of 5.9% of sales, for the
second quarter of 2003.  Operating earnings for the six months ended
June 30, 2004 were $12,725,000 or 5.9% of sales, compared with
$9,304,000 or 6.3% of sales for the quarter ended June 30, 2003.  The
improvement in 2004 was due to the factors discussed above.

   Interest Expense

   Interest expense for the quarter and six months ended June 30, 2004
was $4,166,000 and $8,291,000, respectively, compared with $4,472,000
and $8,995,000 for the quarter and six months ended June 30, 2003,
respectively.  The decrease in interest expense in 2004 was primarily
due to reduced borrowings.

   Other Income and Expense - Net

   Other income and expense - net was $373,000 and $718,000 of expense
for the quarter and six months ended June 30, 2004, respectively,
compared with $189,000 and $393,000 of expense for the quarter and six
months ended June 30, 2003, respectively.  Debt issuance cost
amortization was $422,000 and $833,000 for the quarter and six months
ended June 30, 2004 compared with $292,000 and $541,000 for the quarter
and six months ended June 30, 2003, respectively.  These amounts include
costs related to the Loan and Security Agreement entered into on March
7, 2002 (see "Liquidity and Capital Resources - Financing Cash Flows"
below).

   Income Taxes

   Income tax expense for the quarters and six months ended June 30,
2004 and 2003 consists primarily of foreign taxes at applicable
statutory rates.  As of June 30, 2004, the Company had approximately
$25,325,000 of federal net operating loss carryforwards that expire in
the years 2007 through 2021 to offset against future federal taxable
income.

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 and six months ended June 30, 2004
and 2003, in each case compared to the same quarter in the prior year:

                             Quarters Ended          Six Months Ended
                                June 30,                 June 30,
                            2004        2003         2004        2003
                                      (Dollars in Thousands)

Increase in sales         $  2,825    $  2,540     $  7,132    $  4,903
Increase in gross profit       550         503        1,320         798
Increase in
  operating earnings           328         167          354         330

EBITDA

   Earnings before interest, taxes, depreciation and amortization
("EBITDA") for the quarter and six months ended June 30, 2004 was
$12,044,000 and $19,052,000, respectively, compared with $8,245,000 and
$15,554,000 for the quarter and six months ended June 30, 2003,
respectively.  EBITDA is presented (i) because EBITDA is used by the
Company 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 generally
accepted accounting principles, or GAAP, as an indicator of operating
performance or of cash flows as a measure of liquidity.  The following
table reconciles Net Earnings (Loss) as shown in the Consolidated
Condensed Statements of Operations to EBITDA and reconciles EBITDA to
Net Cash Provided by Operating Activities as shown in the Consolidated
Condensed Statements of Cash Flows:

                             Quarters Ended          Six Months Ended
                                June 30,                 June 30,
                            2004        2003         2004      2003
                                      (Dollars in Thousands)

Net earnings (loss)       $  2,629    $   (486)    $    614    $ (1,818)
Interest income                (49)        (80)        (114)       (107)
Interest expense             4,166       4,472        8,291       8,995
Income taxes                 1,722         928        3,102       1,734
Depreciation                 2,742       2,701        5,503       5,373
Amortization (1)               834         710        1,656       1,377
                          ________    ________     ________    ________

EBITDA (2)(3)               12,044       8,245       19,052      15,554
Changes in assets
 and liabilities            10,651       5,774        6,382       3,632
Non-cash stock
 compensation expense (4)    3,293         638        7,441         638
Loss on sale of fixed
 assets                          5          15           13          72
Interest income                 49          80          114         107
Interest expense            (4,166)     (4,472)      (8,291)     (8,995)
Income tax expense          (1,722)       (928)      (3,102)     (1,734)
                          ________    ________     ________    ________
Net cash provided by
 operating activities     $ 20,154    $  9,352     $ 21,609    $  9,274
                          ========    ========     ========    ========

Net cash used in
 investing activities     $ (1,573)   $   (665)    $ (2,274)   $   (967)
                          ========    ========     ========    ========

Net cash provided by
 (used in) financing
 activities               $(16,159)   $ (7,708)    $(18,563)   $ (6,429)
                          ========    ========     ========    ========

(1)  Includes amortization of intangible assets and debt issuance costs.
(2)  This calculation varies from the calculation in the Company's Loan
     and Security Agreement.
(3)  EBITDA is reduced by AIP expenses pursuant to the Management Services
     Agreement as well as fees paid to AIP or its affiliates and advisors
     for services performed for the Company outside the scope of the
     Management Services Agreement.  These amounts for the quarters ended
     June 30, 2004 and 2003 and the six months ended June 30, 2004 and
     2003 totaled $613,000, $542,000, $1,157,000 and $997,000,
     respectively.  EBITDA is also reduced by restructuring charges
     (severance) for the quarters ended June 30, 2004 and 2003 and six
     months ended June 30, 2004 and 2003 of $116,000, $155,000, $170,000
     and $282,000, respectively.
(4)  Non-cash stock compensation expense represents the charge recorded
     relating to the Company's book value stock option plan accounted for
     in accordance with EITF Issue No. 87-23.

Liquidity and Capital Resources

   Initial Public Offering (IPO)

   On July 22, 2004, the Company announced the completion of an
initial public offering of 12,362,500 shares of its Class A common stock
at $18 per share, from which the Company received net proceeds, after
commissions and estimated expenses, of approximately $129,600,000.  The
Company sold 7,941,177 shares in the offering and AIP sold 4,421,323
shares, 1,612,500 of which were sold through exercise by the
underwriters of their over-allotment option.  On July 28, 2004, the net
proceeds from the stock sale together with $100,000,000 from a new
senior secured credit facility were used to retire all of the Senior
Notes and accrued interest, repay all borrowings under the Loan and
Security Agreement (see "Liquidity and Capital Resources - Financing
Cash Flows" below) and pay all amounts owed AIP under the Management
Services Agreement.

   Cash Requirements

   During the remainder of 2004, 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 generally contractually obligated to make
progress payments under purchase contracts for machine 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 2004, the Company believes it
has sufficient capacity under its new senior secured credit facility.

   The Company's capital expenditures for the six months ended June
30, 2004 were $2,346,000 compared with $1,086,000 for the six months
ended June 30, 2003.  The Company expects a modest increase in capital
expenditures over the next twelve months as a result of increased sales
activity.

   At June 30, 2004, there were $17,351,000 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 in 2004.  During the first six
months of 2004, the Company repaid $19,066,000 in borrowings under its
previous senior secured credit facility.

   Sources and Uses of Cash

   While the Company had $6,541,000 of cash and cash equivalents as of
June 30, 2004, this cash is located at various foreign subsidiaries and
is used for working capital purposes.  Cash receipts in the United
States are applied against the revolving portion of the Company's senior
secured credit facility as discussed below.

   Operating Cash Flows

   During the first six months of 2004, the Company generated cash
from operating activities of $21,609,000 compared to $9,274,000 in the
first six months of 2003.  The increase in cash flows from operating
activities was driven primarily by increased profitability and reduced
working capital requirements.

      Receivables

      The Company recognizes revenues on its 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 June
30, 2004 the Company had $66,819,000 of accounts receivable compared to
$73,111,000 of accounts receivable at December 31, 2003.  This decrease
was primarily due to high fourth quarter sales in 2003 that were
collected in 2004.

      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 SOP No. 81-1, these payments
are recorded as Liabilities to Customers on Uncompleted Contracts and
Warranties.  The decrease of $6,213,000 from December 31, 2003 to June
30, 2004 was due to the recognition of revenue on long-term machine
contracts for which customer payments were received in 2003.

   Financing Cash Flows

   On July 28, 2004, the Company entered into a new senior secured
credit facility with Goldman Sachs Credit Partners L.P. and GMAC
Commercial Finance, LLC.  The new senior secured credit facility
provides the Company with a senior secured term loan of $100,000,000 and
a senior secured revolving credit facility of $50,000,000.  The senior
secured term loan is payable in quarterly installments to July 2010,
subject to earlier prepayment provisions, and bears interest at the
prime rate plus an applicable margin (1% to 1.25%) or LIBOR plus an
applicable margin (2% to 2.25%).  The senior secured revolving credit
facility expires on July 28, 2009 and bears interest at the prime rate
plus 1.25% or LIBOR plus 2.25%.  Borrowings under the revolving portion
of the facility are subject to a borrowing base formula based on the
value of eligible receivables and inventory.

   The new senior secured credit facility 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 its Canadian subsidiary are pledged
as collateral under the new senior secured credit facility.  In
addition, the outstanding capital stock of the Company's domestic
subsidiaries as well as the majority of the capital stock of its foreign
subsidiaries will be pledged as collateral.  The Company is also
required to maintain certain financial ratios and minimum levels of
EBITDA (as defined).

   Previously, the Company's primary source of financing was a Loan
and Security Agreement with GMAC Commercial Finance, LLC (the "Loan and
Security Agreement"), which as of June 30, 2004 provided the Company
with a $71,500,000 senior secured revolving credit facility.  The Loan
and Security Agreement also provided an additional $7,400,000 senior
secured term loan to enable the Company to pay certain interest during
2004 on its Senior Notes as discussed below.  Outstanding borrowings
under the revolving loan portion of the Loan and Security Agreement were
at an interest rate equal to either the prime rate plus an applicable
margin (2% to 2.25%) or LIBOR plus an applicable margin (3.5% to 3.75%)
and were subject to a borrowing base formula based on receivables and
inventory.  Borrowings under the term loan portion were at an interest
rate equal to either the prime rate plus 1.5% or LIBOR plus 2.5%.  Total
borrowings at June 30, 2004 were $18,354,000 at a weighted average
interest rate of 5.1%.  At June 30, 2004, the amount available for
borrowings under the revolving portion of the Loan and Security
Agreement, net of mandatory reserves, was $34,869,000.  All borrowings
under the Loan and Security Agreement were repaid with proceeds from the
Company's initial public offering and proceeds from the new credit
facility (see "Initial Public Offering (IPO)" above.)

   At June 30, 2004, the Company also had outstanding $150,000,000 of
its Senior Notes.  Interest thereon was payable each March 15 and
September 15.  During 2000, Holdings acquired $75,635,000 of the
Company's Senior Notes.  Holdings agreed as part of the Loan and
Security Agreement and a previous credit agreement to defer the receipt
of interest on these Senior Notes.  However, in connection with the
amendment of the Loan and Security Agreement on November 13, 2003,
Holdings was permitted to receive the interest payable on the Senior
Notes held by it on March 15, 2004 from borrowings under the $7,400,000
term loan portion of the Loan and Security Agreement.  On March 15,
2004, the Company borrowed $3,687,000 under the term loan portion of the
Loan and Security Agreement and the required interest payment of the
same amount was made to Holdings.  The Senior Notes were repaid with
proceeds from the Company's initial public offering and proceeds from
the new credit facility (see "Initial Public Offering (IPO)" above).

   The terms of the Loan and Security Agreement and the Senior Notes
required the Company to maintain compliance with certain covenants.  The
Company was in compliance with these covenants as of June 30, 2004.

Critical Accounting Policies and Estimates

   See the Company's critical accounting policies discussed in the
Management's Discussion and Analysis of the Company's 2003 Annual Report
on Form 10-K.  There have been no material changes to these policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rates

   The Company's interest rate exposure relates primarily to floating
rate debt obligations in the United States.  The Company manages its
borrowings under credit facilities through the selection of LIBOR-based
borrowings or prime-rate based borrowings.  The Company's Senior Notes
were at a fixed interest rate.  If market conditions warrant, interest
rate swaps may be used to adjust interest rate exposures, although none
have been used to date.

   At June 30, 2004, 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 June 30, 2004 would have the effect of
changing the Company's interest expense on an annual basis by
approximately $95,000.

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.  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 Company's derivative instruments outstanding at June
30, 2004, 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.




             BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                   ITEM 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 Chief
Executive Officer and President and Chief Financial Officer, Secretary
and Controller concluded that the disclosure controls and procedures
were effective as of the end of the quarter ended June 30, 2004 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
June 30, 2004 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.



                      FORWARD-LOOKING STATEMENTS


   This Report includes "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended.  Discussions containing such forward-looking statements may be
found in this section and elsewhere within this Report.  Forward-looking
statements include statements regarding the intent, belief or current
expectations of the Company, primarily with respect to the future
operating performance of the Company or related industry developments.
When used in this Report, terms such as "anticipate," "believe,"
"estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties,
and that actual results may differ from those described in the forward-
looking statements as a result of various factors, many of which are
beyond the control of the Company.  Forward-looking statements are based
upon management's expectations at the time they are made.  Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct.  Important factors that
could cause actual results to differ materially from such expectations
("Cautionary Statements") are described generally below and disclosed
elsewhere in this Report.  All subsequent written or oral forward-
looking statements attributable to the Company or persons acting on
behalf of the Company are expressly qualified in their entirety by the
Cautionary Statements.

   Factors that could cause actual results to differ materially from
those contemplated include:

   Factors affecting customers' purchases of new equipment, rebuilds,
parts and services such as: production capacity, stockpiles, and
production and consumption rates of coal, copper, iron, gold and other
ores and minerals; the cash flows of customers; the cost and
availability of financing to customers and the ability of customers to
obtain regulatory approval for investments in mining projects;
consolidations among customers; work stoppages at customers or providers
of transportation; and the timing, severity and duration of customer
buying cycles.

   Factors affecting the Company's general business, such as:
unforeseen patent, tax, product, environmental, employee health or
benefit, or contractual liabilities; nonrecurring restructuring and
other special charges; changes in accounting or tax rules or
regulations; reassessments of asset valuations for such assets as
receivables, inventories, fixed assets and intangible assets; leverage
and debt service; the Company's success in recruiting and retaining
managers and key employees; and the Company's wage stability and
cooperative labor relations; plant capacity and utilization.

   Additional factors that could cause results to differ materially
from those contemplated are set forth under the caption "Risk Factors"
in the prospectus forming a part of the Company's registration statement
on Form S-1/A filed with the Securities and Exchange Commission on July
22, 2004.



                               PART II
                          OTHER INFORMATION


  Item 1. Legal Proceedings.

          There have been no material changes to the information set
          forth in Item 3 - Legal Proceedings and Other Contingencies
          of the Company's Annual Report on Form 10-K for the year
          ended December 31, 2003 except as included in Other
          Litigation in Note 8 to the June 30, 2004 consolidated
          condensed financial statements.

  Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
          of Equity Securities.

          Not applicable.

  Item 3. Defaults Upon Senior Securities.

          Not applicable.

  Item 4. Submission of Matters to a Vote of Security Holders.

          No matters were submitted to a vote of security holders
          during the quarter covered by this Report.

  Item 5. Other Information.

          Not applicable.

  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:

              -  A report on Form 8-K was filed on April 8, 2004 to
                 disclose the filing by the Company of a
                 registration statement on Form S-1 relating to an
                 initial public offering of the Company's common
                 stock.




                                 SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                            BUCYRUS INTERNATIONAL, INC.
                            (Registrant)



Date  August 16, 2004       /s/Craig R. Mackus
                            Craig R. Mackus
                            Chief Financial Officer, Secretary
                             and Controller
                            Principal Accounting Officer


Date  August 16, 2004       /s/Timothy W. Sullivan
                            Timothy W. Sullivan
                            President and Chief Executive Officer




                     BUCYRUS INTERNATIONAL, INC.
                            EXHIBIT INDEX
                                  TO
                    QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTER ENDED JUNE 30, 2004


                                      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.

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

 3.2  Certificate of Amendment        Exhibit 3.2 to
      to Restated Certificate         Registration
      of Incorporation dated          Statement on
      June 9, 2004.                   Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      June 10, 2004.

 3.3  Bylaws of Registrant.           Exhibit 3.3 to
                                      Registration
                                      Statement on
                                      Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      June 10, 2004.

 3.4  Form of Amended and             Exhibit 3.4 to
      Restated Certificate of         Registration
      Incorporation.                  Statement on
                                      Form S-1A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 6, 2004.

 3.5  Form of Amended and             Exhibit 3.5 to
      Restated Bylaws.                Registration
                                      Statement on
                                      Form S-1A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 6, 2004.

 4.1  Specimen Class A common         Exhibit 4.1 to
      stock certificate.              Registration
                                      Statement on
                                      Form S-1A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 20, 2004.

 4.2  Specimen Class B common                                   X
      stock certificate.

 4.3  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)
                                      filed with the
                                      Commission on
                                      November 3, 1997.

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

 4.4  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.

 4.5  Form of Registrant's            Included as
      9-3/4% Senior Note due 2007.    Exhibit B
                                      to Exhibit 4.1
                                      above.

10.1  Letter Agreement                Exhibit 10.7
      between Registrant and          to Registrant's
      Timothy W. Sullivan             Quarterly Report
      dated August 8, 2000.           on Form 10-Q
                                      filed with the
                                      Commission on
                                      August 14, 2000.

10.2  Agreement of Debt               Exhibit 10.21
      Conversion between              to Registrant's
      Registrant and                  Annual Report on
      Bucyrus Holdings, LLC           Form 10-K for
      dated March 22, 2001.           the year ended
                                      December 31, 2000.

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

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

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

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

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

      (a) First amendment dated       Exhibit 10.16 (a)
      December 31, 2002 to Loan       to Registrant's
      and Security Agreement.         Annual Report on
                                      Form 10-K for
                                      the year ended
                                      December 31, 2002.

      (b) Second amendment dated      Exhibit 10.16 (b)
      January 9, 2003 to Loan         to Registrant's
      and Security Agreement.         Annual Report on
                                      Form 10-K for
                                      the year ended
                                      December 31, 2002.

      (c) Letter agreement dated      Exhibit 10.16 (c)
      December 31, 2002 amending      to Registrant's
      Loan and Security Agreement.    Annual Report on
                                      Form 10-K for
                                      the year ended
                                      December 31, 2002.

      (d) Third amendment dated       Exhibit 10.10(d)
      November 13, 2003 to Loan       to Registrant's
      and Security Agreement.         Quarterly Report
                                      on Form 10-Q
                                      filed with the
                                      Commission on
                                      November 13, 2003.

      (e) Fourth amendment dated      Exhibit 10.28
      March 8, 2004 to Loan and       to Registrant's
      Security Agreement.             Annual Report on
                                      Form 10-K for
                                      the year ended
                                      December 31, 2003.

10.8  Consulting Agreement            Exhibit 10.30
      between Registrant and          to Registrant's
      Wayne T. Ewing dated            Form 10-K for
      January 1, 2003.                the year ended
                                      December 31, 2003.

10.9  Stockholders Agreement,         Exhibit 10.11
      dated as of March 17, 1998,     to Registrant's
      among Registrant, American      Form 10-K for
      Industrial Partners             the year ended
      Acquisition Company, LLC        December 31, 2003.
      and each individual who
      executes a counterpart
      thereto.

10.10 Management Services Agreement   Exhibit 10.2 to
      by and among Registrant,        Registration
      Boonville Mining Services,      Statement on
      Inc., Minserco, Inc. and        Form S-4 of
      Von's Welding, Inc. and         Registrant,
      American Industrial Partners.   Boonville Mining
                                      Services, Inc.,
                                      Minserco, Inc. and
                                      Von's Welding, Inc.
                                      (SEC Registration
                                      No. 333-39359),
                                      filed November 3, 1997.

10.11 Employment Agreement            Exhibit 10.17 to
      between Registrant and          Registrant's
      C. R. Mackus dated as of        Quarterly Report
      May 21, 1997.                   on Form 10-Q
                                      filed with the
                                      Commission on
                                      August 14, 1997.

10.12 Annual Management Incentive     Exhibit 10.14 to
      Plan for 1997, adopted by       Registrant's
      Board of Directors              Annual Report on
      February 5, 1997.               Form 10-K for
                                      the year ended
                                      December 31, 1997.

10.13 1998 Management Stock Option    Exhibit 10.17 to
      Plan.                           Registrant's
                                      Annual Report on
                                      Form 10-K for
                                      the year ended
                                      December 31, 1997.

10.14 Employment Agreement            Exhibit 10.18 to
      between Registrant and          Registrant's
      F. P. Bruno dated as of         Annual Report on
      December 1, 1997.               Form 10-K for
                                      the year ended
                                      December 31, 1998.

10.15 Board of Directors              Exhibit 10.17
      Resolution dated                to Registrant's
      December 16, 1998               Annual Report on
      amending the 1998               Form 10-K for
      Management Stock                the year ended
      Option Plan.                    December 31, 2002.

10.16 Form of Registration            Exhibit 10.20 to
      Rights Agreement.               Registration
                                      Statement on
                                      Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 6, 2004.

10.17 Loan and Security Agreement     Exhibit 99.2 to
      dated July 28, 2004             Registrant's
      by and among Registrant,        Report on Form 8-K
      Minserco, Inc., Boonville       filed with the
      Mining Services, Inc., the      Commission on
      guarantor named therein,        July 29, 2004.
      the lenders party thereto,
      and GMAC Commercial Finance
      LLC and Goldman Sachs Credit
      Partners L.P.

10.18 2004 Equity Incentive           Exhibit 10.22 to
      Program.                        Registration
                                      Statement on
                                      Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 16, 2004.

10.19 2004 Executive Officer          Exhibit 10.23 to
      Incentive Plan                  Registration
                                      Statement on
                                      Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 16, 2004.

10.20 Non-Employee Directors          Exhibit 10.24 to
      Deferred Compensation Plan.     Registration
                                      Statement on
                                      Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      July 16, 2004.

10.21 Letter Agreement between                          X
      Registrant and T. W. Sullivan
      dated July 27, 2004.

14    Bucyrus International, Inc.     Exhibit 14 to
      Business Ethics and Conduct     Registrant's
      Policy.                         Annual Report on
                                      Form 10-K for
                                      the year ended
                                      December 31, 2003.

21    Subsidiaries of Registrant.     Exhibit 21 to
                                      Registration
                                      Statement on
                                      Form S-1/A of
                                      Registrant
                                      filed with the
                                      Commission on
                                      June 10, 2004.

31.1  Certification of President                                X
      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                                    X
      Financial Officer, Secretary
      and Controller pursuant to
      Section 302 of the
      Sarbanes-Oxley Act
      and Rules 13a-14(a)/
      15d-14(a).

32    Certifications pursuant to                               X
      18 U.S.C. Section 1350,
      as adopted pursuant to
      Section 906 of the
      Sarbanes-Oxley Act of 2002.

99.1  Letter from Registrant to       Exhibit 99.1
      Securities and Exchange         to Registrant's
      Commission dated March 27,      Annual Report on
      2002, with respect to           Form 10-K for
      representations received        the year ended
      from Arthur Andersen LLP.       December 31, 2001.