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

                                 Form 10-Q

   (Mark One)

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

             For the quarterly period ended September 30, 2002

                                    OR

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

          For the transition period from __________ to __________


                       Commission file number 1-871


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

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

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

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

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

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

          Class                                 Outstanding November 8, 2002

Common Stock, $.01 par value                             1,435,600




               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX


                                                                Page No.

Part I.  FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Statements of Operations -
           Quarters and nine months ended September 30, 2002
           and 2001                                                  3

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

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

           Consolidated Condensed Statements of Cash Flows -
           Nine months ended September 30, 2002 and 2001             7

           Notes to Consolidated Condensed Financial
           Statements                                             8-21

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                  22-27

         Item 3 - Quantitative and Qualitative Disclosures
                  About Market Risk                                 28

         Item 4 - Disclosure Controls and Procedures                29

         Forward-Looking Statements                                 30


Part II. OTHER INFORMATION:

         Item 1 - Legal Proceedings                                 31

         Item 2 - Changes in Securities and Use of Proceeds         31

         Item 3 - Defaults Upon Senior Securities                   31

         Item 4 - Submission of Matters to a Vote of
                  Security Holders                                  31

         Item 5 - Other Matters                                     31

         Item 6 - Exhibits and Reports on Form 8-K                  31

         Signature Page                                             32



<TABLE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
                          (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                              Quarters Ended September 30,  Nine Months Ended September 30,
                                 2002           2001            2002           2001
<S>                           <C>           <C>              <C>           <C>
Revenues:
  Net sales                   $   75,897     $   82,219      $  215,954     $  214,567
  Other income                        77             82             218            302
                              __________     __________      __________     __________

                                  75,974         82,301         216,172        214,869
                              __________     __________      __________     __________
Costs and Expenses:
  Cost of products sold           61,198         68,679         175,054        179,453
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        10,417         10,108          30,682         31,193
  Interest expense                 4,753          5,220          14,028         15,962
                              __________     __________      __________     __________

                                  76,368         84,007         219,764        226,608
                              __________     __________      __________     __________

Loss before income taxes            (394)        (1,706)         (3,592)       (11,739)

Income taxes                       1,632          1,732           3,277          2,325
                              __________     __________      __________     __________

Net loss                      $   (2,026)    $   (3,438)     $   (6,869)    $  (14,064)


Net loss per share
  of common stock:

    Basic                     $    (1.41)    $    (2.39)     $    (4.78)    $    (9.80)


    Diluted                   $    (1.41)    $    (2.39)     $    (4.78)    $    (9.80)

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



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

Net loss                      $   (2,026)    $   (3,438)     $   (6,869)    $  (14,064)

Other comprehensive loss -
  foreign currency translation
  adjustments                     (1,721)        (3,380)         (3,095)        (7,100)
                              __________     __________      __________     __________

Comprehensive loss            $   (3,747)    $   (6,818)     $   (9,964)    $  (21,164)


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



<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                             CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
                              (Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
                              September 30,     December 31,                                  September 30,    December 31,
                                  2002              2001                                          2002             2001
<S>                             <C>              <C>            <C>                             <C>              <C>
ASSETS                                                          LIABILITIES AND COMMON
CURRENT ASSETS:                                                  SHAREHOLDERS' INVESTMENT
 Cash and cash                                                  CURRENT LIABILITIES:
  equivalents                   $  7,364          $  7,218       Accounts payable and
 Receivables                      51,754            55,554        accrued expenses              $ 59,123         $ 47,760
 Inventories                     111,565           102,008       Liabilities to customers
 Prepaid expenses and                                             on uncompleted contracts
  other current assets             9,627             5,827        and warranties                   5,962            6,008
                                ________          ________       Income taxes                      2,996            1,205
                                                                 Borrowings under revolving
 Total Current Assets            180,310           170,607        credit facilities and other
                                                                  short-term obligations          63,672              566
OTHER ASSETS:                                                    Current maturities of
 Restricted funds                                                 long-term debt                     475              732
  on deposit                       1,506               582                                      ________         ________
 Goodwill - net                   55,660            55,660       Total Current
 Intangible assets - net          38,366            39,601        Liabilities                    132,228           56,271
 Other assets                     11,819            12,092
                                ________          ________      LONG-TERM LIABILITIES:
                                                                 Liabilities to customers on
                                 107,351           107,935        uncompleted contracts
                                                                  and warranties                   2,000            2,000
PROPERTY, PLANT AND EQUIPMENT:                                   Postretirement benefits          12,958           13,277
 Cost                            107,210           115,730       Deferred expenses, pension
 Less accumulated                                                 and other                       27,403           33,775
  depreciation                   (42,677)          (38,527)      Interest payable to
                                ________          ________        Holdings                        16,593           11,062
                                                                                                ________         ________
                                  64,533            77,203
                                                                                                  58,954           60,114
                                                                LONG-TERM DEBT, less
                                                                 current maturities              153,804          222,188

                                                                COMMON SHAREHOLDERS' INVESTMENT:
                                                                 Common stock - par value
                                                                  $.01 per share, authorized
                                                                  1,700,000 shares, issued
                                                                  1,444,650 shares                    14               14
                                                                 Additional paid-in capital      147,715          147,715
                                                                 Treasury stock - 9,050
                                                                  shares, at cost                   (851)            (851)
                                                                 Accumulated deficit             (97,285)         (90,416)
                                                                 Accumulated other
                                                                  comprehensive loss             (42,385)         (39,290)
                                                                                                ________         ________

                                                                                                   7,208           17,172
                                ________          ________                                      ________         ________

                                $352,194          $355,745                                      $352,194         $355,745


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




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

                                        Nine Months Ended September 30,
                                           2002                 2001

Net Cash Provided By (Used In)
Operating Activities                    $    2,679           $  (10,519)
                                        __________           __________
Cash Flows From Investing Activities
(Increase) decrease in restricted
  funds on deposit                            (924)                  38
Proceeds from sale of The Principal
  Financial Group shares                     2,974                    -
Purchases of property, plant
  and equipment                             (4,067)              (2,410)
Proceeds from sale of property, plant
  and equipment                                168                  547
Net proceeds from sale and
  leaseback transaction                      6,657                    -
                                        __________           __________
Net cash provided by (used in)
  investing activities                       4,808               (1,825)
                                        __________           __________
Cash Flows From Financing Activities
Net proceeds from (repayments of)
  revolving credit facilities               (5,160)              10,254
Net decrease in long-term debt and
  other bank borrowings                       (375)                (316)
Payment of refinancing expenses             (1,939)                   -
Capital contribution from Bucyrus
  Holdings, LLC                                  -                1,093
                                        __________           __________
Net cash provided by (used in)
  financing activities                      (7,474)              11,031
                                        __________           __________
Effect of exchange rate changes
  on cash                                      133                 (559)
                                        __________           __________
Net increase (decrease) in cash
  and cash equivalents                         146               (1,872)
Cash and cash equivalents at
  beginning of period                        7,218                6,948
                                        __________           __________
Cash and cash equivalents at
  end of period                         $    7,364           $    5,076


Supplemental Disclosures of Cash Flow Information

                                           2002                 2001
Cash paid during the period for:
  Interest                              $   10,131           $   12,441
  Income taxes - net of refunds              1,684                  779

Supplemental Schedule of Non-Cash Investing and Financing Activities

On March 20, 2001, the Company recorded an equity contribution from Bucyrus
Holdings, LLC ("Holdings"), the Company's parent, and a corresponding
reduction in interest payable to Holdings in the amount of $2,171,000, which
represented accrued interest as of June 30, 2000 on the 9-3/4% Senior Notes
due 2007 acquired by Holdings.

         See notes to consolidated condensed financial statements.


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

1. In the opinion of Bucyrus International, Inc. (the "Company"), the
   consolidated condensed financial statements contain all adjustments
   (consisting of normal recurring accruals) necessary to present fairly the
   financial results for the interim periods.  Certain items are included in
   these statements based on estimates for the entire year.  The Company's
   operations are classified as one operating segment.  The Company is
   currently substantially wholly-owned by Bucyrus Holdings, LLC
   ("Holdings").

2. Certain notes and other information have been condensed or omitted from
   these interim consolidated condensed financial statements.  Therefore,
   these statements should be read in conjunction with the Company's 2001
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 29, 2002.

3. Inventories consist of the following:

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

   Raw materials and parts             $ 17,580          $ 13,646
   Work in process                       18,528            12,837
   Finished products (primarily
     replacement parts)                  75,457            75,525
                                       --------          --------

                                       $111,565          $102,008


4. Basic and diluted net loss per share of common stock were computed by
   dividing net loss by the weighted average number of shares of common
   stock outstanding.  Stock options outstanding were not included in the
   diluted net loss per share calculations because they did not have a
   dilutive effect.  The numerators and the denominators of the basic and
   diluted net loss per share of common stock calculations are as follows:

                            Quarters Ended            Nine Months Ended
                            September 30,               September 30,
                          2002          2001          2002          2001
                                   (Dollars in Thousands, Except
                                        Per Share Amounts)
Basic and Diluted

 Net loss              $   (2,026)   $   (3,438)   $   (6,869)   $  (14,064)


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


 Net loss per share    $    (1.41)   $    (2.39)   $    (4.78)   $    (9.80)


5. On June 30, 2001, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards No. 142, "Goodwill and Other
   Intangible Assets" ("SFAS 142").  SFAS 142 establishes accounting and
   reporting standards associated with goodwill and other intangible assets.
   With the adoption of SFAS 142, goodwill is no longer subject to
   amortization, but instead is subject to an evaluation for impairment at
   least annually by applying a two-step fair-value-based test.
   Additionally, intangible assets with indefinite lives are also no longer
   amortized but are subject to an evaluation for impairment at least
   annually by applying a lower-of-cost-or-market test.  Intangible assets
   with finite lives continue to be amortized.  The Company adopted SFAS 142
   on January 1, 2002.  For goodwill, the Company has completed Step 1 of
   the goodwill transition impairment test as required.  The fair value of
   the Company's reporting units exceeds the carrying amounts and an
   impairment charge is not required.  The Company has also completed an
   impairment analysis of its indefinite life intangible assets in
   accordance with the provisions of SFAS 142 and has determined that an
   impairment charge is not required.  The following table summarizes the
   effects of SFAS 142 on the Company's net loss and loss per share for the
   prior periods presented:

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

Reported net loss           $ (2,026)   $ (3,438)      $ (6,869)   $(14,064)
Goodwill amortization              -         540              -       1,621
Trademarks/Trade Names
 amortization                      -         121              -         363
                            ________    ________       ________    ________

Adjusted net loss           $ (2,026)   $ (2,777)      $ (6,869)   $(12,080)


Basic and diluted loss
 per share:
   Reported net loss        $  (1.41)   $  (2.39)      $  (4.78)   $  (9.80)
   Goodwill amortization           -         .38              -        1.13
   Trademarks/Trade Names
    amortization                   -         .08              -         .25
                            ________    ________       ________    ________
   Adjusted net loss
    per share               $  (1.41)   $  (1.93)      $  (4.78)   $  (8.42)


   Intangible assets consist of the following:

                              September 30, 2002         December 31, 2001
                            Gross                      Gross
                           Carrying   Accumulated     Carrying   Accumulated
                            Amount    Amortization     Amount    Amortization
                                        (Dollars in Thousands)
Amortized intangible
 assets:
   Engineering drawings    $ 25,500    $ (6,400)      $ 25,500    $ (5,443)
   Bill of material
    listings                  2,856        (717)         2,856        (610)
   Software                   2,288      (1,148)         2,288        (977)
                           ________    ________       ________    ________

                           $ 30,644    $ (8,265)      $ 30,644    $ (7,030)


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

                           $ 15,987                   $ 15,987


   The aggregate amortization expense for the quarter and nine months ended
   September 30, 2002 was $412,000 and $1,235,000, respectively.  The
   estimated annual amortization expense in each of the next five years is
   $1,647,000.

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

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



<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                     Quarter Ended September 30, 2002
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 36,201     $ 12,743       $ 42,412      $(15,459)     $ 75,897
  Other income                    490            1            249          (663)           77
                             ________     ________       ________      ________      ________

                               36,691       12,744         42,661       (16,122)       75,974
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        29,426       12,629         33,670       (14,527)       61,198
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                    5,877          487          4,053             -        10,417
  Interest expense              4,880          368            168          (663)        4,753
                             ________     ________       ________      ________      ________

                               40,183       13,484         37,891       (15,190)       76,368
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (3,492)        (740)         4,770          (932)         (394)
Income taxes (benefit)           (345)          19          1,958             -         1,632
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries    (3,147)        (759)         2,812          (932)       (2,026)

Equity in net earnings of
  consolidated subsidiaries     2,053            -              -        (2,053)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (1,094)    $   (759)      $  2,812      $ (2,985)     $ (2,026)

</TABLE>



<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                     Quarter Ended September 30, 2001
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 40,106     $ 14,471       $ 41,177      $(13,535)     $ 82,219
  Other income                    598          (1)            222          (737)           82
                             ________     ________       ________      ________      ________

                               40,704       14,470         41,399       (14,272)       82,301
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        35,629       13,081         33,504       (13,535)       68,679
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                    6,435           47          3,626             -        10,108
  Interest expense              5,186          406            365          (737)        5,220
                             ________     ________       ________      ________      ________

                               47,250       13,534         37,495       (14,272)       84,007
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (6,546)         936          3,904             -        (1,706)
Income taxes (benefit)           (217)         358          1,591             -         1,732
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries    (6,329)         578          2,313             -        (3,438)

Equity in net earnings of
  consolidated subsidiaries     2,891            -              -        (2,891)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (3,438)    $    578       $  2,313      $ (2,891)     $ (3,438)
</TABLE>



<TABLE>
                               Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                   Nine Months Ended September 30, 2002
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $109,610     $ 38,200       $112,752      $(44,608)     $215,954
  Other income                  2,537            2            667        (2,988)          218
                             ________     ________       ________      ________      ________

                              112,147       38,202        113,419       (47,596)      216,172
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        90,348       36,872         90,688       (42,854)      175,054
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   17,123        1,462         12,097             -        30,682
  Interest expense             14,245        1,018          1,753        (2,988)       14,028
                             ________     ________       ________      ________      ________

                              121,716       39,352        104,538       (45,842)      219,764
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries    (9,569)      (1,150)         8,881        (1,754)       (3,592)
Income taxes (benefit)            (84)          18          3,343             -         3,277
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries    (9,485)      (1,168)         5,538        (1,754)       (6,869)

Equity in net earnings of
  consolidated subsidiaries     4,370            -              -        (4,370)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (5,115)    $ (1,168)      $  5,538      $ (6,124)     $ (6,869)
</TABLE>



<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Operations
                                   Nine Months Ended September 30, 2001
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $115,113     $ 34,194       $106,297      $(41,037)     $214,567
  Other income                  3,676           50            634        (4,058)          302
                             ________     ________       ________      ________      ________

                              118,789       34,244        106,931       (45,095)      214,869
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       100,813       31,539         88,248       (41,147)      179,453
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   19,775          432         10,986             -        31,193
  Interest expense             15,793        1,332          2,895        (4,058)       15,962
                             ________     ________       ________      ________      ________

                              136,381       33,303        102,129       (45,205)      226,608
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (17,592)         941          4,802           110       (11,739)
Income taxes                      137          376          1,812             -         2,325
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries   (17,729)         565          2,990           110       (14,064)

Equity in net earnings of
  consolidated subsidiaries     3,555            -              -        (3,555)            -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $(14,174)    $    565       $  2,990      $ (3,445)     $(14,064)
</TABLE>



<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                                  Consolidating Condensed Balance Sheets
                                            September 30, 2002
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents  $      -     $  1,225       $  6,139      $       -     $  7,364
  Receivables                  14,886        8,234         28,634              -       51,754
  Intercompany receivables     90,324          270         20,985       (111,579)           -
  Inventories                  65,166        8,553         43,370         (5,524)     111,565
  Prepaid expenses and
    other current assets        2,653          839          6,135              -        9,627
                             ________     ________       ________      _________     ________

  Total Current Assets        173,029       19,121        105,263       (117,103)     180,310

OTHER ASSETS:
  Restricted funds on deposit     772            -            734              -        1,506
  Goodwill - net               55,660            -              -              -       55,660
  Intangible assets - net      38,366            -              -              -       38,366
  Other assets                 10,419            -          1,400              -       11,819
  Investment in subsidiaries    8,759            -              -         (8,759)           -
                             ________     ________       ________      _________     ________

                              113,976            -          2,134         (8,759)     107,351

PROPERTY, PLANT AND
 EQUIPMENT - net               47,281        7,040         10,212              -       64,533
                             ________     ________       ________      _________     ________

                             $334,286     $ 26,161       $117,609      $(125,862)    $352,194


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses         $ 42,634     $  2,557       $ 14,592      $    (660)    $ 59,123
  Intercompany payables           409       31,205         75,046       (106,660)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,796            -          3,166              -        5,962
  Income taxes                    264           17          2,715              -        2,996
  Borrowings under revolving
    credit facilities
    and other short-term
    obligations                63,672            -              -              -       63,672
  Current maturities of
    long-term debt                187           44            244              -          475
                             ________     ________       ________      _________     ________

  Total Current Liabilities   109,962       33,823         95,763       (107,320)     132,228

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties              2,000            -              -              -        2,000
  Postretirement benefits      12,576            -            382              -       12,958
  Deferred expenses, pension
    and other                  26,164          244            995              -       27,403
  Interest payable to Holdings 16,593            -              -              -       16,593
                             ________     ________       ________      _________     ________

                               57,333          244          1,377              -       58,954

LONG-TERM DEBT, less
  current maturities          150,000        1,214          2,590              -      153,804

COMMON SHAREHOLDERS'
  INVESTMENT                   16,991       (9,120)        17,879        (18,542)       7,208
                             ________     ________       ________      _________     ________

                             $334,286     $ 26,161       $117,609      $(125,862)    $352,194
</TABLE>



<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                                  Consolidating Condensed Balance Sheets
                                            December 31, 2001
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents  $      -     $     28       $  7,190      $       -     $  7,218
  Receivables                  24,407        7,146         24,001              -       55,554
  Intercompany receivables     79,336        1,127         12,529        (92,992)           -
  Inventories                  53,365        9,025         43,237         (3,619)     102,008
  Prepaid expenses and
    other current assets          542          282          5,003              -        5,827
                             ________     ________       ________      _________     ________

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

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

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

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

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


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

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

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

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

                               57,957          249          1,908              -       60,114

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

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

                             $330,431     $ 23,512       $105,516      $(103,714)    $355,745
</TABLE>



<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Cash Flows
                                   Nine Months Ended September 30, 2002
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities     $ (5,859)    $  1,843       $  6,695      $      -      $  2,679
                             ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
(Increase) decrease
  in restricted funds
  on deposit                     (730)           -           (194)            -          (924)
Proceeds from sale of
  The Principal Financial
  Group shares                  2,974            -              -             -         2,974
Purchases of property,
  plant and equipment          (1,627)      (1,544)          (896)            -        (4,067)
Proceeds from sale of
  property, plant and
  equipment                        27            -            141             -           168
Net proceeds from sale and
  leaseback transaction         6,657            -              -             -         6,657
                             ________     ________       ________      ________      ________

Net cash provided by (used
  in) investing activities      7,301       (1,544)          (949)            -         4,808
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net proceeds from (repayments
  of) revolving credit
  facilities                      572            -         (5,732)            -        (5,160)
Net increase (decrease)
  in long-term debt and
  other bank borrowings          (176)         898         (1,097)            -          (375)
Payment of refinancing
  expenses                     (1,838)           -           (101)            -        (1,939)
                             ________     ________       ________      ________      ________

Net cash provided by
  (used in) financing
  activities                    (1,442)         898         (6,930)            -        (7,474)
                              ________     ________       ________      ________      ________

Effect of exchange rate
  changes on cash                    -            -            133             -           133
                              ________     ________       ________      ________      ________
Net increase (decrease) in
  cash and cash equivalents          -        1,197         (1,051)            -           146
Cash and cash equivalents
  at beginning of period             -           28          7,190             -         7,218
                              ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period            $      -     $  1,225       $  6,139      $      -      $  7,364
</TABLE>



<TABLE>
                                Bucyrus International, Inc. and Subsidiaries
                             Consolidating Condensed Statements of Cash Flows
                                   Nine Months Ended September 30, 2001
                                          (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities     $(10,461)    $    183       $   (241)     $      -      $(10,519)
                             ________     ________       ________      ________      ________
Cash Flows From Investing
Activities
Decrease (increase)
  in restricted funds
  on deposit                      350            -           (312)            -            38
Purchases of property,
  plant and equipment          (1,342)        (192)          (876)            -        (2,410)
Proceeds from sale of
  property, plant and
  equipment                        17            -            530             -           547
                             ________     ________       ________      ________      ________
Net cash used in
  investing activities           (975)        (192)          (658)            -        (1,825)
                             ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facilities            10,675            -           (421)            -        10,254
Net increase (decrease)
  in long-term debt and
  other bank borrowings          (332)           -             16             -          (316)
Capital contribution from
  Bucyrus Holdings, LLC         1,093            -              -             -         1,093
                             ________     ________       ________      ________      ________
Net cash provided by
  (used in) financing
  activities                   11,436            -           (405)            -        11,031
                             ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                   -            -           (559)            -          (559)
                             ________     ________       ________      ________      ________
Net decrease in cash
  and cash equivalents              -           (9)        (1,863)            -        (1,872)
Cash and cash equivalents
  at beginning of period            -           36          6,912             -         6,948
                             ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period           $      -     $     27       $  5,049      $      -      $  5,076
</TABLE>



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

   The following information is provided to assist in the understanding of
the Company's operations for the quarters and nine months ended September 30,
2002 and 2001.

   In connection with acquisitions involving the Company in 1997, assets and
liabilities have been adjusted to their estimated fair values.  The
consolidated financial statements include the related amortization charges
associated with the fair value adjustments.

Liquidity and Capital Resources

   Liquidity

   Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations.  These measurements at September 30, 2002 and December 31, 2001
were as follows:
                               September 30,     December 31,
                                   2002              2001
                                   (Dollars in Thousands)

   Working capital               $ 48,082          $114,336
   Current ratio                 1.4 to 1          3.0 to 1

   The decrease in working capital and current ratio in 2002 was primarily
due to the classification of borrowings under the Company's Loan and Security
Agreement with GMAC Business Credit, LLC (the "Loan and Security Agreement")
at September 30, 2002 as a current liability since these borrowings are due
January 2, 2003.  At December 31, 2001, borrowings under the Company's
previous credit agreement were classified as long-term debt.  Also, fees
payable to American Industrial Partners of $5,452,000 under a management
services agreement are included in current liabilities at September 30, 2002.
At December 31, 2001, these accrued fees totalled $4,364,000 and were
classified as long-term.  Payment of these fees is subject to certain
restrictions in the Loan and Security Agreement.

   The Company is presenting below a calculation of earnings before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA").  The Company is required to maintain certain
minimum EBITDA levels under its Loan and Security Agreement.  EBITDA as
defined under this agreement does not differ materially from Adjusted EBITDA
as calculated below.  The Adjusted EBITDA calculation is not an alternative to
operating income under generally accepted accounting principles as an
indicator of operating performance or to cash flows as a measure of liquidity.
The following table reconciles Loss Before Income Taxes to Adjusted EBITDA:

                         Quarters Ended              Nine Months Ended
                         September 30,                 September 30,
                      2002           2001           2002           2001
                                   (Dollars in Thousands)
Loss before
 income taxes      $   (394)      $ (1,706)      $ (3,592)        $(11,739)
Non-cash expenses:
 Depreciation         2,585          2,773          7,924            8,399
 Amortization         1,308          1,331          3,314            4,083
 (Gain) loss on
  sale of fixed
  assets                  3             14             (5)             745
Interest expense      4,753          5,220         14,028           15,962
                   --------       --------       --------         --------

Adjusted EBITDA    $  8,255       $  7,632       $ 21,669         $ 17,450


   On March 7, 2002, the Company entered into the Loan and Security
Agreement which provided the Company with an $85,000,000 senior secured
revolving credit facility.  Provisions in the Loan and Security Agreement have
reduced the maximum availability to $82,000,000 at September 30, 2002.  The
Loan and Security Agreement expires on January 2, 2003.  Outstanding
borrowings bear interest equal to either the prime rate plus an applicable
margin (2% to 2.25%) or LIBOR plus an applicable margin (3.5% to 3.75%) and
are subject to a borrowing base formula based on receivables and inventory.
Borrowings under the Loan and Security Agreement at September 30, 2002 were
$63,672,000 at a weighted average interest rate of 5.7% and were classified as
a current liability.  Proceeds from the Loan and Security Agreement were used
to repay in full all outstanding borrowings under the Company's previous
credit agreement with Bank One, Wisconsin (the "Credit Agreement") and under
the Bucyrus Canada Limited revolving term loan (see below).  Substantially all
of the domestic assets of the Company (excluding real property) and the
receivables and inventory of the Company's Canadian subsidiary are pledged as
collateral under the Loan and Security Agreement.  In addition, all
outstanding capital stock of the Company and its domestic subsidiaries as well
as 65% of the capital stock of the Company's foreign subsidiaries are pledged
as collateral.  At September 30, 2002, the amount available for borrowings
under the Loan and Security Agreement was $10,198,000.  This amount must be
reduced by $5,000,000 which is the minimum availability the Company must
maintain at all times.

   The Company has outstanding $150,000,000 of 9-3/4% Senior Notes due 2007
(the "Senior Notes").  Interest thereon is payable each March 15 and
September 15.  During 2000, Holdings acquired $75,635,000 of the Company's
Senior Notes.  Holdings agreed as part of the Loan and Security Agreement, and
previously the Credit Agreement, to defer the receipt of interest on these
Senior Notes during the life of the two agreements.  At September 30, 2002 and
December 31, 2001, $16,593,000 and $11,062,000, respectively, of interest was
accrued and payable to Holdings.  An amendment to the Credit Agreement dated
March 20, 2001 required Holdings to contribute to equity of the Company a
portion of the accrued interest.  As a result, on March 20, 2001, the Company
recorded an equity contribution from Holdings and a corresponding reduction in
interest payable to Holdings in the amount of $2,171,000, which represented
accrued interest as of June 30, 2000 on the Senior Notes acquired by Holdings.
In addition, during the second quarter of 2001, Holdings made a cash capital
contribution to the Company in the amount of $1,093,000.

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

   On April 30, 2002, Bucyrus Canada Limited, a wholly-owned subsidiary of
the Company, entered into a new C$3,510,000 mortgage loan on its facility.
The term of the mortgage loan is 15 years at an initial rate of 7.55% which is
fixed for the first five years.  The balance outstanding at September 30, 2002
was C$3,457,000.  Previously, Bucyrus Canada Limited had a C$15,000,000 credit
facility with The Bank of Nova Scotia.  On March 7, 2002, the outstanding
balance of C$9,083,000 under the C$10,000,000 revolving term loan portion of
this facility was paid in full with proceeds from the Loan and Security
Agreement.  On April 30, 2002, Bucyrus Canada Limited paid the remaining non-
revolving term loan portion in full with proceeds from the new mortgage loan.
The mortgage loan contains a number of financial covenants which, among other
items, require the Company to maintain certain financial ratios on an annual
basis.  At September 30, 2002, Bucyrus Canada Limited was in compliance with
all applicable covenants.

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

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

   Operating Losses

   The Company is highly leveraged and low sales volumes in recent years
have had an adverse effect on the Company's liquidity.  While the Company
believes that current levels of cash and liquidity, together with funds
generated by operations and funds available from the Loan and Security
Agreement, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future,
there can be no assurances to this effect and the Company continues to closely
monitor its operations.  The Company is currently in discussions with various
existing parties to the Loan and Security Agreement as well as several other
financial institutions.  The Company's current plan is to finalize these
discussions and sign a new multi-year credit facility in mid December of 2002.

   The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control.  Accordingly, there can be no
assurance that the Company's performance will be sufficient for the Company to
maintain compliance with the financial covenants under the Loan and Security
Agreement and the Senior Notes Indenture, satisfy its debt service obligations
and fund operating activities under all circumstances.  At this time, the
Company continues to believe that future cash flows will be sufficient to
recover the carrying value of its long-lived assets.

   Capital Resources

   At September 30, 2002, the Company had approximately $1,073,000 of open
capital appropriations.  The Company's capital expenditures for the nine
months ended September 30, 2002 were $4,067,000 compared with $2,410,000 for
the nine months ended September 30, 2001.  Included in capital expenditures
for the first nine months of 2002 are amounts related to the construction of a
new facility in Gillette, Wyoming.  In the near term, the Company anticipates
reducing the level of its capital expenditures to the 2001 level.

Capitalization

   The long-term debt to equity ratio at September 30, 2002 and December 31,
2001 was 21.3 to 1 and 12.9 to 1, respectively.  The long-term debt to total
capitalization ratio at September 30, 2002 and December 31, 2001 was .7 to 1
and .9 to 1, respectively.  If borrowings under the Loan and Security
Agreement were classified as long-term, the long-term debt to equity ratio and
long-term debt to total capitalization ratio at September 30, 2002 would have
been 30.2 to 1 and 1.0 to 1, respectively.  Total capitalization is defined as
total common shareholders' investment plus long-term debt plus current
maturities of long-term debt and short-term obligations.

Results Of Operations

   Net Sales

   Net sales for the quarter and nine months ended September 30, 2002 were
$75,897,000 and $215,954,000, respectively, compared with $82,219,000 and
$214,567,000 for the quarter and nine months ended September 30, 2001,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 2002 were $66,884,000 and $181,500,000,
respectively, which is an increase of .5% and 7.7% from the quarter and nine
months ended September 30, 2001, respectively.  Net machine sales for the
quarter and nine months ended September 30, 2002 were $9,013,000 and
$34,454,000, respectively, which is a decrease of 42.6% and 25.2% from the
quarter and nine months ended September 30, 2001, respectively.  The changes
between periods were primarily due to fluctuations in volume.

   Cost of Products Sold

   Cost of products sold for the quarter ended September 30, 2002 was
$61,198,000 or 80.6% of net sales compared with $68,679,000 or 83.5% of net
sales for the quarter ended September 30, 2001.  For the nine months ended
September 30, 2002, cost of products sold was $175,054,000 or 81.1% of net
sales compared with $179,453,000 or 83.6% of net sales for the nine months
ended September 30, 2001.  The reduction in cost of products sold as a
percentage of net sales for 2002 was primarily due to the improved mix of
aftermarket sales.  Also included in cost of products sold for the nine months
ended September 30, 2002 and 2001 was $3,823,000 and $3,932,000, respectively,
of additional depreciation expense as a result of the fair value adjustment to
plant and equipment in connection with acquisitions involving the Company in
1997.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended September 30, 2002 were $10,417,000 or 13.7% of
net sales compared with $10,108,000 or 12.3% of net sales for the quarter
ended September 30, 2001.  The amounts for the nine months ended September 30,
2002 and 2001 were $30,682,000 or 14.2% of net sales and $31,193,000 or 14.5%
of net sales, respectively.  Included in the amount for the nine months ended
September 30, 2001 was $745,000 of losses on disposals of fixed assets.  Also,
as a result of the adoption of SFAS 142, goodwill and intangible asset
amortization expense decreased by $661,000 and $1,984,000 for the quarter and
nine months ending September 30, 2002, respectively.

   Interest Expense

   Interest expense for the quarter and nine months ended September 30, 2002
was $4,753,000 and $14,028,000, respectively, compared with $5,220,000 and
$15,962,000 for the quarter and nine months ended September 30, 2001,
respectively.  The decrease in interest expense in 2002 was primarily due to
reduced interest rates on revolver borrowings.  Included in interest expense
for the quarters and nine months ended September 30, 2002 and 2001 was
$3,656,000 and $10,969,000, respectively, related to the Senior Notes.  The
interest expense on the Senior Notes for the quarters and nine months ended
September 30, 2002 and 2001 includes $1,844,000 and $5,531,000, respectively,
related to the Senior Notes acquired by Holdings.  Holdings agreed as part of
the Loan and Security Agreement, and previously the Credit Agreement, to defer
the receipt of interest on these Senior Notes during the life of the two
agreements.

   Income Taxes

   Income tax expense consists primarily of foreign taxes at applicable
statutory rates.  For United States tax purposes, the Company recorded a
federal income tax benefit of $421,000 in the third quarter of 2002 related to
the carryback of a portion of the 2001 alternative tax net operating loss to
obtain a refund of the entire alternative minimum tax paid for 2000.

   Net Earnings (Loss)

   Net loss for the quarter and nine months ended September 30, 2002 was
$2,026,000 and $6,869,000, respectively, compared with a net loss of
$3,438,000 and $14,064,000 for the quarter and nine months ended September 30,
2001, respectively.  Non-cash depreciation and amortization charges for the
quarter and nine months ended September 30, 2002 were $3,893,000 and
$11,238,000, respectively, compared with $4,104,000 and $12,482,000,
respectively, for the quarter and nine months ended September 30, 2001.

   New Orders and Backlog

   New orders for the quarter and nine months ended September 30, 2002 were
$143,553,000 and $276,100,000, respectively, compared with $92,170,000 and
$309,574,000 for the quarter and nine months ended September 30, 2001,
respectively.  New machine orders for the quarter and nine months ended
September 30, 2002 were $15,842,000 and $40,011,000, respectively, compared
with $48,738,000 and $60,063,000 for the quarter and nine months ended
September 30, 2001, respectively.  Copper prices remain at low levels compared
to the mid 1990's which has negatively impacted demand for the Company's
machines.  During the third quarter of 2001, the Company received orders for
electric mining shovels to be used in the oil sands area of Western Canada and
in coal mining.  New repair parts and service orders for the quarter and nine
months ended September 30, 2002 were $127,711,000 and $236,089,000,
respectively, compared with $43,432,000 and $249,511,000 for the quarter and
nine months ended September 30, 2001, respectively.  The increase for the
quarter ended September 30, 2002 was primarily due to orders received related
to two maintenance and repair contracts.

   The Company's consolidated backlog on September 30, 2002 was $289,898,000
compared with $229,752,000 at December 31, 2001 and $259,415,000 at
September 30, 2001.  Machine backlog at September 30, 2002 was $38,095,000,
compared with $32,538,000 at December 31, 2001 and $36,864,000 at
September 30, 2001.  Repair parts and service backlog at September 30, 2002
was $251,803,000, compared with $197,214,000 at December 31, 2001 and
$222,551,000 at September 30, 2001.  A portion of this backlog is related to
multi-year contracts which will generate revenue in future years.



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

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

   Interest Rates

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

   Foreign Currency

   Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flow.  The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to mitigate
some of its transaction and commitment exposures, and may utilize forward
contracts in certain situations.  Based on the Company's derivative and other
foreign currency sensitive instruments outstanding at September 30, 2002, the
Company believes that a 10% change in foreign currency exchange rates will not
have a material effect on the Company's financial position, results of
operations or cash flows.



                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                ITEM 4 - DISCLOSURE CONTROLS AND PROCEDURES

   Evaluation of Disclosure Controls and Procedures

   Within the 90 days prior to the date of this Report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Vice
President-Finance and Secretary, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures, as defined in
Exchange Act Rule 15d-14(c).  Based upon that evaluation, the Company's Chief
Executive Officer and Vice President-Finance and Secretary concluded that the
Company's disclosure controls and procedures are effective in enabling the
Company to identify, process, and report information required to be included
in the Company's periodic SEC filings within the required time period.

   Changes in Internal Controls

   There were no significant changes in the Company's internal controls or
to our knowledge, in other factors that could significantly affect our
disclosure controls and procedures subsequent to the evaluation date.



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



                                  PART II
                             OTHER INFORMATION


  Item 1. Legal Proceedings.

          Not applicable.

  Item 2. Changes in Securities and Use of Proceeds.

          Not applicable.

  Item 3. Defaults Upon Senior Securities.

          Not applicable.

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

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

  Item 5. Other Matters.

          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:

               No reports on Form 8-K were filed during the third quarter of
               2002.




                                SIGNATURES



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



                                   BUCYRUS INTERNATIONAL, INC.
                                   (Registrant)



Date    November 11, 2002          /s/Craig R. Mackus
                                   Craig R. Mackus
                                   Vice President-Finance and Secretary
                                   Principal Accounting Officer


Date    November 13, 2002          /s/Theodore C. Rogers
                                   Theodore C. Rogers
                                   Chief Executive Officer




I, Theodore C. Rogers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bucyrus
   International, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
   have:

   a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly
      report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
   our recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing the
   equivalent function):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and
   material weaknesses.

Date: November 13, 2002


/s/Theodore C. Rogers
Theodore C. Rogers
Chief Executive Officer




I, Craig R. Mackus, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bucyrus
   International, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this
   quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
   have:

   a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly
      report is being prepared;

   b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

   c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
   our recent evaluation, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing the
   equivalent function):

   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and
   material weaknesses.

Date: November 11, 2002


/s/Craig R. Mackus
Craig R. Mackus
Vice President-Finance and Secretary



                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTER ENDED SEPTEMBER 30, 2002

                                            Incorporated
Exhibit                                      Herein By             Filed
Number     Description                       Reference            Herewith

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   10.2  Employment Agreement              Exhibit 10.16
         between Registrant and            to Registrant's
         M. W. Salsieder dated             Annual Report on
         June 23, 1999.                    Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.3     Secured Promissory Note           Exhibit 10.17
         between Registrant and            to Registrant's
         M. W. Salsieder dated             Annual Report on
         June 23, 1999.                    Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.4     Pledge Agreement                  Exhibit 10.18
         between Registrant and            to Registrant's
         M. W. Salsieder dated             Annual Report on
         June 23, 1999.                    Form 10-K for
                                           the year ended
                                           December 31, 1999.

10.5     Consulting Agreement              Exhibit 10.19
         between Registrant and            to Registrant's
         Wayne T. Ewing dated              Annual Report on
         February 1, 2000.                 Form 10-K for
                                           the year ended
                                           December 31, 1999.

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

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

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

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

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

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

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

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