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 March 31, 2001

                                    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 May 10, 2001

     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 ended March 31, 2001 and 2000                        4

         Consolidated Condensed Statements of
         Comprehensive Income (Loss) - Quarters ended
         March 31, 2001 and 2000                                       5

         Consolidated Condensed Balance Sheets -
         March 31, 2001 and December 31, 2000                        6-7

         Consolidated Condensed Statements of Cash Flows -
         Quarters ended March 31, 2001 and 2000                        8

         Notes to Consolidated Condensed Financial
         Statements                                                 9-19

       Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of Operations      20-26

PART II. OTHER INFORMATION:

       Item 6 - Exhibits and Reports on Form 8-K                      27

       Signature Page                                                 28


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

                                        Quarter Ended March 31,
                                        2001            2000
Revenues:
  Net sales                          $   64,702      $   65,992
  Other income                              105             114
                                     __________      __________

                                         64,807          66,106
                                     __________      __________
Costs and Expenses:
  Cost of products sold                  52,699          57,983
  Engineering and field service,
    selling, administrative and
    miscellaneous expenses               11,192          14,105
  Interest expense                        5,421           5,349
                                     __________      __________

                                         69,312          77,437
                                     __________      __________

Loss before income taxes                 (4,505)        (11,331)

Income taxes                                100             165
                                     __________      __________

Net loss                             $   (4,605)     $  (11,496)


Net loss per share
 of common stock:

   Basic                             $    (3.21)     $    (7.97)


   Diluted                           $    (3.21)     $    (7.97)




         See notes to consolidated condensed financial statements.


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

                                         Quarter Ended March 31,
                                         2001            2000

Net loss                               $ (4,605)       $(11,496)

Other comprehensive loss -
  foreign currency translation
  adjustments                            (3,448)         (1,515)
                                       ________        ________

Comprehensive loss                     $ (8,053)       $(13,011)




         See notes to consolidated condensed financial statements.


<TABLE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
                                March 31,       December 31,                                     March 31,       December 31,
                                  2001              2000                                           2001              2000
<S>                             <C>               <C>           <C>                              <C>               <C>
                                                                LIABILITIES AND COMMON
ASSETS                                                            SHAREHOLDERS' INVESTMENT
CURRENT ASSETS:                                                   CURRENT LIABILITIES:
 Cash and cash                                                     Accounts payable and
  equivalents                   $  4,192          $  6,948          accrued expenses             $ 54,774          $ 57,528
 Receivables                      53,599            58,797         Liabilities to customers
 Inventories                     106,032           101,126          on uncompleted contracts
 Prepaid expenses and                                               and warranties                  3,817             5,459
  other current assets             6,089             5,993         Income taxes                     2,037             1,677
                                ________          ________         Borrowings under revolving
                                                                    credit facilities and
 Total Current Assets            169,912           172,864          other short-term
                                                                    obligations                    74,391             5,729
OTHER ASSETS:                                                      Current maturities of
 Restricted funds                                                   long-term debt                  1,145             1,129
  on deposit                         971               550                                       ________          ________
 Goodwill - net                   57,281            57,281
 Intangible assets - net          37,648            38,180         Total Current Liabilities      136,164            71,522
 Other assets                     12,263            11,798
                                ________          ________        LONG-TERM LIABILITIES:
                                                                   Liabilities to customers on
                                 108,163           108,349          uncompleted contracts
                                                                    and warranties                  2,412             2,412
PROPERTY, PLANT AND EQUIPMENT:                                     Postretirement benefits         13,630            13,869
 Cost                            113,869           115,216         Deferred expenses and other     15,895            16,234
 Less accumulated                                                                                ________          ________
  depreciation                   (30,762)          (28,663)
                                ________          ________                                         31,937            32,515
                                                                  LONG-TERM DEBT, less
                                  83,107            86,553         current maturities             153,047           217,813

                                                                  COMMON SHAREHOLDERS' INVESTMENT:
                                                                   Common stock - par value
                                                                    $.01 per share, authorized
                                                                    1,700,000 shares, issued
                                                                    shares 1,444,650                   14                14
                                                                   Additional paid-in capital     146,622           144,451
                                                                   Treasury stock -
                                                                    2,500 shares, at cost            (851)             (851)
                                                                   Accumulated deficit            (84,558)          (79,953)
                                                                   Accumulated other
                                                                    comprehensive
                                                                    income (loss)                 (21,193)          (17,745)
                                                                                                 ________          ________

                                                                                                   40,034            45,916
                                ________          ________                                       ________          ________

                                $361,182          $367,766                                       $361,182          $367,766



<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
                          (Dollars in Thousands)

                                            Quarter Ended March 31,
                                            2001            2000

Net Cash Used In Operating Activities     $ (5,536)       $ (8,062)
                                          ________        ________
Cash Flows From Investing Activities
Increase in restricted funds
  on deposit                                  (421)             (5)
Purchases of property, plant
  and equipment                               (779)           (780)
Proceeds from sale of property, plant
  and equipment                                474             572
                                          ________        ________

Net cash used in investing activities         (726)           (213)
                                          ________        ________
Cash Flows From Financing Activities
Proceeds from revolving credit facility      4,425           9,350
Net decrease in long-term debt
  and other bank borrowings                   (513)           (567)
                                          ________        ________

Net cash provided by financing
  activities                                 3,912           8,783
                                          ________        ________

Effect of exchange rate changes on cash       (406)           (138)
                                          ________        ________
Net increase (decrease) in cash
  and cash equivalents                      (2,756)            370
Cash and cash equivalents at
  beginning of period                        6,948           8,369
                                          ________        ________
Cash and cash equivalents at
  end of period                           $  4,192        $  8,739



Supplemental Disclosures of Cash Flow Information

                                            2001            2000
Cash paid (received) during the
 period for:
  Interest                                $  5,486        $  8,495
  Income taxes - net of refunds               (279)            132


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

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 2000
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 30, 2001.

3. Inventories consist of the following:

                                      March 31,      December 31,
                                        2001             2000
                                         (Dollars in Thousands)

   Raw materials and parts            $ 14,728         $ 12,287
   Costs relating to
     uncompleted contracts               2,076            1,181
   Customers' advances offset
     against costs incurred on
     uncompleted contracts                (797)          (1,207)
   Work in process                      15,258           12,941
   Finished products (primarily
     replacement parts)                 74,767           75,924
                                      ________         ________

                                      $106,032         $101,126


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
   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:

                                              Quarter Ended March 31,
                                              2001           2000
                                           (Dollars in Thousands, Except
                                                Per Share Amounts)
   Basic and Diluted

     Net loss                              $   (4,605)    $  (11,496)


     Weighted average shares outstanding    1,435,600      1,442,150


     Net loss per share                    $    (3.21)    $    (7.97)


5. In 1999, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 137, "Accounting for Derivative
   Instruments and Hedging Activities - Deferral of the Effective Date of
   FASB Statement No. 133" ("SFAS 133").  In June 2000, the FASB also issued
   Statement of Financial Accounting Standards No. 138, "Accounting for
   Certain Derivative Instruments and Certain Hedging Activities" ("SFAS
   138"), which adds to the guidance related to accounting for derivative
   instruments and hedging activities.  SFAS 133 as amended by SFAS 138
   establishes accounting and reporting standards requiring that every
   derivative instrument (including certain derivative instruments embedded
   in other contracts) be recorded in the balance sheet as either an asset
   or liability measured at its fair value.  The new pronouncements also
   require that changes in the derivative's fair value be recognized
   currently in earnings unless specific hedge accounting criteria are met.
   Special accounting for qualifying hedges allows a derivative's gains and
   losses to offset related results on the hedged item in the income
   statement, and requires that the Company must formally document,
   designate and assess the effectiveness of transactions that receive hedge
   accounting.  The Company adopted SFAS 133 as amended by SFAS 138 on
   January 1, 2001.  Based on the Company's current transactions involving
   derivative instruments and hedging, adoption of SFAS 133 as amended by
   SFAS 138 did not have a material effect on its financial position or
   results of operations.

6. In the first quarter of 2000, due to a reduction in new orders, the
   Company reduced a portion of its manufacturing production workforce
   through layoffs and also reduced the number of its salaried employees.
   These activities resulted in restructuring charges of $2,695,000 in the
   first quarter of 2000.  Such charges primarily relate to severance
   payments and related matters and are included in Engineering and Field
   Service, Selling, Administrative and Miscellaneous Expenses in the
   Consolidated Condensed Statement of Operations.  Substantially all of the
   restructuring charges were paid as of December 31, 2000.

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 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 March 31, 2001
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 37,441     $  9,498       $ 30,147      $(12,384)     $ 64,702
  Other income                  2,437           43            191        (2,566)          105
                             ________     ________       ________      ________      ________

                               39,878        9,541         30,338       (14,950)       64,807
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        31,790        8,470         24,903       (12,464)       52,699
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses      7,018          213          3,961             -        11,192
  Interest expense              5,331          485          2,171        (2,566)        5,421
                             ________     ________       ________      ________      ________

                               44,139        9,168         31,035       (15,030)       69,312
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net loss of
  consolidated subsidiaries    (4,261)         373           (697)           80        (4,505)
Income taxes (benefit)            112          150           (162)            -           100
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net loss of
  consolidated subsidiaries    (4,373)         223           (535)           80        (4,605)

Equity in net loss of
  consolidated subsidiaries      (312)           -              -           312             -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $ (4,685)    $    223       $   (535)     $    392      $ (4,605)
</TABLE>


<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    Quarter Ended March 31, 2000
                                       (Dollars in Thousands)
<CAPTION>
                              Parent     Guarantor        Other                    Consolidated
                             Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                          <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                  $ 35,280     $  9,502       $ 36,148      $(14,938)     $ 65,992
  Other income                  1,811            1             88        (1,786)          114
                             ________     ________       ________      ________      ________

                               37,091        9,503         36,236       (16,724)       66,106
                             ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold        31,742        9,316         30,868       (13,943)       57,983
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses     10,144          406          3,555             -        14,105
  Interest expense              5,126          429          1,580        (1,786)        5,349
                             ________     ________       ________      ________      ________

                               47,012       10,151         36,003       (15,729)       77,437
                             ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net loss of
  consolidated subsidiaries    (9,921)        (648)           233          (995)      (11,331)
Income taxes (benefit)            455         (260)           (30)            -           165
                             ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net loss of
  consolidated subsidiaries   (10,376)        (388)           263          (995)      (11,496)

Equity in net loss of
  consolidated subsidiaries      (125)           -              -           125             -
                             ________     ________       ________      ________      ________

Net earnings (loss)          $(10,501)    $   (388)      $    263      $   (870)     $(11,496)
</TABLE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                           March 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    $      -     $     37       $  4,155      $       -     $  4,192
  Receivables                    26,680       10,569         16,350              -       53,599
  Intercompany receivables       69,851        1,936         17,632        (89,419)           -
  Inventories                    60,405        4,585         43,961         (2,919)     106,032
  Prepaid expenses and
    other current assets            791          220          5,078              -        6,089
                               ________     ________       ________      ________      ________

  Total Current Assets          157,727       17,347         87,176        (92,338)     169,912

OTHER ASSETS:
  Restricted funds on deposit       850            -            121              -          971
  Goodwill - net                 57,281            -              -              -       57,281
  Intangible assets - net        37,648            -              -              -       37,648
  Other assets                    9,454            -          2,809              -       12,263
  Investment in subsidiaries      9,019            -              -         (9,019)           -
                               ________     ________       ________      _________     ________

                                114,252            -          2,930         (9,019)     108,163

PROPERTY, PLANT AND
 EQUIPMENT - net                 65,719        5,501         11,887              -       83,107
                               ________     ________       ________      _________     ________

                               $337,698     $ 22,848       $101,993      $(101,357)    $361,182


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 36,978     $  2,463       $ 15,590      $    (257)    $ 54,774
  Intercompany payables           1,081       26,332         57,131        (84,544)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                1,695          499          1,623              -        3,817
  Income taxes                      173          151          1,713              -        2,037
  Borrowings under revolving
    credit facilities and
    other short-term
    obligations                  68,930            -          5,461              -       74,391
  Current maturities of
    long-term debt                  274            -            871              -        1,145
                               ________     ________       ________      _________     ________

  Total Current Liabilities     109,131       29,445         82,389        (84,801)     136,164

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                2,412            -              -              -        2,412
  Postretirement benefits        13,179            -            451              -       13,630
  Deferred expenses and other    15,080          270            545              -       15,895
                               ________     ________       ________      _________     ________

                                 30,671          270            996              -       31,937

LONG-TERM DEBT, less
  current maturities            150,325            -          2,722              -      153,047

COMMON SHAREHOLDERS'
  INVESTMENT                     47,571       (6,867)        15,886        (16,556)      40,034
                               ________     ________       ________      _________     ________

                               $337,698     $ 22,848       $101,993      $(101,357)    $361,182
</TABLE>


<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 2000
                                       (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    $      -     $     36       $  6,912      $       -     $  6,948
  Receivables                    32,641        9,343         16,813              -       58,797
  Intercompany receivables       70,534        2,292         17,953        (90,779)           -
  Inventories                    53,665        4,418         45,627         (2,584)     101,126
  Prepaid expenses and
    other current assets            562          296          5,135              -        5,993
                               ________     ________       ________      _________     ________

    Total Current Assets        157,402       16,385         92,440        (93,363)     172,864

OTHER ASSETS:
  Restricted funds on deposit       350            -            200              -          550
  Goodwill - net                 57,821            -              -              -       57,821
  Intangible assets - net        38,180            -              -              -       38,180
  Other assets                    9,072            -          2,726              -       11,798
  Investment in subsidiaries     12,735            -              -        (12,735)           -
                               ________     ________       ________      _________     ________

                                118,158            -          2,926        (12,735)     108,349

PROPERTY, PLANT AND
 EQUIPMENT - net                 67,524        5,624         13,405              -       86,553
                               ________     ________       ________      _________     ________

                               $343,084     $ 22,009       $108,771      $(106,098)    $367,766


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 38,011     $  2,430       $ 17,343      $    (256)    $ 57,528
  Intercompany payables           1,456       25,665         58,370        (85,491)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                3,483          623          1,353              -        5,459
  Income taxes                      158          128          1,391              -        1,677
  Borrowings under revolving
    credit facilities and
    other short-term
    obligations                      52            -          5,677              -        5,729
  Current maturities of
    long-term debt                  317            -            812              -        1,129
                               ________     ________       ________      _________     ________

  Total Current Liabilities      43,477       28,846         84,946        (85,747)      71,522

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                2,412            -              -              -        2,412
  Postretirement benefits        13,409            -            460              -       13,869
  Deferred expenses and other    15,422          253            559              -       16,234
                               ________     ________       ________      _________     ________

                                 31,243          253          1,019              -       32,515

LONG-TERM DEBT, less
  current maturities            214,832            -          2,981              -      217,813

COMMON SHAREHOLDERS'
  INVESTMENT                     53,532       (7,090)        19,825        (20,351)      45,916
                               ________     ________       ________      _________     ________

                               $343,084     $ 22,009       $108,771      $(106,098)    $367,766
</TABLE>


<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                    Quarter Ended March 31, 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       $ (3,316)    $     38       $ (2,258)     $      -      $ (5,536)
                               ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Increase in restricted
  funds on deposit                 (500)           -             79             -          (421)
Purchases of property,
  plant and equipment              (562)         (37)          (180)            -          (779)
Proceeds from sale of
  property, plant and
  equipment                          50            -            424             -           474
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in)investing activities        (1,012)         (37)           323             -          (726)
                               ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facility                 4,425            -              -             -         4,425
Net decrease in long-term
  debt and other bank
  borrowings                        (97)           -           (416)            -          (513)
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities        4,328            -           (416)            -         3,912
                               ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                     -            -           (406)            -          (406)
                               ________     ________       ________      ________      ________
Net increase (decrease) in
  cash and cash equivalents           -            1         (2,757)            -        (2,756)
Cash and cash equivalents
  at beginning of period              -           36          6,912             -         6,948
                               ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period             $      -     $     37       $  4,155      $      -      $  4,192
</TABLE>


<TABLE>
                             Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                    Quarter Ended March 31, 2000
                                       (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       $ (8,914)    $     49       $    803      $      -      $ (8,062)
                               ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Increase in restricted
  funds on deposit                    -            -             (5)            -            (5)
Purchases of property,
  plant and equipment              (303)         (25)          (452)            -          (780)
Proceeds from sale of
  property, plant and
  equipment                           -            -            572             -           572
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in) investing activities         (303)         (25)           115             -          (213)
                               ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Proceeds from revolving
  credit facility                 9,350            -              -             -         9,350
Net decrease in long-term
  debt and other bank
  borrowings                       (133)           -           (434)            -          (567)
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities        9,217            -           (434)            -         8,783
                               ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                     -            -           (138)            -          (138)
                               ________     ________       ________      ________      ________
Net increase in cash
  and cash equivalents                -           24            346             -           370
Cash and cash equivalents
  at beginning of period              -           23          8,346             -         8,369
                               ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period             $      -     $     47       $  8,692      $      -      $  8,739
</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 ended March 31, 2001 and 2000.

   In connection with acquisitions involving the Company, assets and
liabilities were adjusted to their estimated fair values.  The consolidated
condensed 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 March 31, 2001 and December 31, 2000 were
as follows:

                                   March 31,      December 31,
                                     2001             2000
                                      (Dollars in Thousands)

   Working capital                 $ 33,748         $101,342
   Current ratio                   1.2 to 1         2.4 to 1

   The decrease in working capital and current ratio in 2001 was primarily
due to the classification of borrowings under the bank credit agreement (see
below) at March 31, 2001 as a current liability since these borrowings are due
February 1, 2002.  At December 31, 2000, these borrowings were classified as
long-term.

   The Company is presenting below a calculation of loss before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA").  Since cash flow from operations is very
important to the Company's future, the Adjusted EBITDA calculation provides a
summary review of cash flow performance.  In addition, the Company is required
to maintain certain minimum Adjusted EBITDA levels under its bank credit
agreement.  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:

                                          Quarter Ended March 31,
                                          2001           2000
                                           (Dollars in Thousands)

Loss before income taxes                $ (4,505)      $(11,331)
Non-cash expenses:
 Depreciation                              2,803          2,899
 Amortization                              1,319          1,427
 (Gain) loss on sale of fixed assets         659            (50)
Interest expense                           5,421          5,349
                                        ________       ________

Adjusted EBITDA (1)                     $  5,697       $ (1,706)


(1)   Adjusted EBITDA for the quarter ended March 31, 2000 includes
      restructuring charges of $2,695,000 primarily related to severance
      payments and related matters.

   The Company has a Credit Agreement with Bank One, Wisconsin (the "Credit
Agreement") which provides the Company with a $75,000,000 senior secured
revolving credit facility (the "Revolving Credit Facility") with a $25,000,000
sublimit for standby letters of credit.  The Credit Agreement, as amended on
March 20, 2001, expires on February 1, 2002.  Borrowings under the Revolving
Credit Facility bear interest at variable rates and are subject to a borrowing
base formula based on receivables, inventory and machinery and equipment.
Direct borrowings under the Revolving Credit Facility at March 31, 2001 and
December 31, 2000 were $68,875,000 and $64,450,000, respectively, at a
weighted average interest rate of 8.7% and 10%, respectively.  Direct
borrowings under the Revolving Credit Facility at March 31, 2001 were
classified as a current liability, while direct borrowings at December 31,
2000 were classified as long-term.  The issuance of standby letters of credit
under the Credit Agreement and certain other bank facilities reduces the
amount available for direct borrowings under the Revolving Credit Facility.
At March 31, 2001 and December 31, 2000, there were $4,343,000 and
$12,391,000, respectively, of standby letters of credit outstanding under all
Company bank facilities.  The Revolving Credit Facility is secured by
substantially all of the assets of the Company, other than real property and
35% of the stock of its foreign subsidiaries, and is guaranteed by the
Guarantor Subsidiaries who have also pledged substantially all of their assets
as security.  The amount available for direct borrowings under the Revolving
Credit Facility at March 31, 2001 was $5,573,000.

   The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture dated as of September 24, 1997 among the
Company, the Guarantor Subsidiaries, and BNY Midwest Trust Company, as
Trustee.  Interest thereon is payable each March 15 and September 15.  During
2000, Holdings acquired $75,635,000 of the Company's $150,000,000 issue of
Senior Notes.  Holdings has agreed as part of the Credit Agreement to defer
the receipt of interest on these Senior Notes.  At March 31, 2001 and
December 31, 2000, $5,531,000 and $5,859,000, respectively, of interest was
accrued and payable to Holdings and is included in Deferred Expenses and Other
in the Consolidated Condensed Balance Sheet.  The 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.

   Both the Credit Agreement and the Senior Notes Indenture contain certain
covenants which may affect the Company's liquidity and capital resources.  The
Credit Agreement contains a number of financial covenants that, among other
items, require the Company (A) to maintain certain financial ratios,
including: (i) ratio of adjusted funded debt to EBITDA (as defined);
(ii) fixed charge coverage ratio; and (iii) interest coverage ratio; and (B)
to maintain a minimum net worth.  The amendment to the Credit Agreement dated
March 20, 2001 revised certain covenant definitions.  At March 31, 2001, the
Company was in compliance with these covenants.

   Bucyrus Canada Limited, a wholly-owned subsidiary of the Company, has a
C$15,000,000 credit facility with The Bank of Nova Scotia.  The C$10,000,000
revolving term loan portion of this facility, as amended, expires on
February 1, 2002 and bears interest at the bank's prime lending rate plus
1.50%.  The C$5,000,000 non-revolving term loan portion is payable in monthly
installments to 2004 and bears interest at the bank's prime lending rate plus
2%.  This credit facility contains covenants which, among other things,
requires Bucyrus Canada Limited to maintain a minimum current ratio and
tangible net worth.  At March 31, 2001, Bucyrus Canada Limited was in
compliance with these covenants.

   Operating Losses

   The Company is highly leveraged and recent developments (particularly low
sales volumes) 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 Revolving Credit
Facility, 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 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 Credit Agreement,
satisfy its debt service obligations and fund operating activities under all
circumstances.  At this time, the Company continues to project that future
cash flows will be sufficient to recover the carrying value of its long-lived
assets.

   Capital Resources

   At March 31, 2001, the Company had approximately $997,000 of open capital
appropriations.  The Company's capital expenditures for the quarter ended
March 31, 2001 were $779,000 compared with $780,000 for the quarter ended
March 31, 2000.  During the remainder of 2001, the Company expects to continue
spending close to the 2000 level.

Capitalization

   The long-term debt to equity ratio at March 31, 2001 and December 31,
2000 was 3.8 to 1 and 4.7 to 1, respectively.  The long-term debt to total
capitalization ratio at March 31, 2001 and December 31, 2000 was .6 to 1 and
 .8 to 1, respectively.  If borrowings under the Revolving Credit Facility at
March 31, 2001 were classified as long-term, the long-term debt to equity
ratio and long-term debt to total capitalization ratio at March 31, 2001 would
have been 5.5 to 1 and .8 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 first quarter of 2001 were $64,702,000 compared with
$65,992,000 for the first quarter of 2000.  Net sales of repair parts and
services for the first quarter of 2001 were $49,310,000, which was a decrease
of 4.7% from $51,736,000 in the first quarter of 2000.  Machine sales for the
first quarter of 2001 were $15,392,000, which was an increase of 8.0% from
$14,256,000 in the first quarter of 2000.  The increased machine sales for
2001 was primarily due to new orders received in the fourth quarter of 2000
for three electric mining shovels and four blast hole drills.

   Cost of Products Sold

   Cost of products sold for the first quarter of 2001 was $52,699,000 or
81.4% of net sales compared with $57,983,000 or 87.9% of net sales for the
first quarter of 2000.  The decrease in the cost of products sold percentage
for 2001 was primarily due to reduced warranty expense and favorable
manufacturing variances resulting from higher manufacturing activity.
Included in cost of products sold for 2001 and 2000 was $1,301,000 and
$1,172,000, respectively, of additional depreciation expense as a result of
the fair value adjustment to plant and equipment in connection with the
acquisition of the Company in 1997 by Holdings.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the first quarter of 2001 were $11,192,000 or 17.3% of net sales
compared with $14,105,000 or 21.4% of net sales for the first quarter of 2000.
A $2,695,000 restructuring charge primarily related to severance payments and
related matters was included in the amount for the first quarter of 2000, as
the Company reduced a portion of its manufacturing production workforce
through layoffs and also reduced the number of its salaried employees due to a
reduction in new orders.  Included in the amount for the first quarter of 2001
was $659,000 of losses on disposals of fixed assets.

   Interest Expense

   Interest expense for the first quarter of 2001 was $5,421,000 compared
with $5,349,000 for the first quarter of 2000.  Included in interest expense
for 2001 and 2000 was $3,656,000 related to the Senior Notes.  The interest
expense in 2001 includes $1,844,000 related to the Senior Notes acquired by
Holdings.  Holdings has agreed as part of the Credit Agreement to defer the
receipt of interest on these Senior Notes.

   Income Taxes (Benefit)

   Income tax expense (benefit) consists primarily of foreign taxes at
applicable statutory rates.  For United States tax purposes, there were losses
for which no income tax benefit was recorded.

   Net Loss

   Net loss for the first quarter of 2001 was $4,605,000 compared with net
loss of $11,496,000 for the first quarter of 2000.  Non-cash depreciation and
amortization charges included in the net loss for the first quarter of 2001
and 2000 were $4,122,000 and $4,326,000, respectively.

   Backlog and New Orders

   The Company's consolidated backlog at March 31, 2001 was $148,983,000
compared with $164,408,000 at December 31, 2000 and $174,694,000 at March 31,
2000.  Machine backlog at March 31, 2001 was $10,265,000, which is a decrease
of 55.0% from December 31, 2000 and a decrease of 65.5% from March 31, 2000.
Repair parts and service backlog at March 31, 2001 was $138,718,000, which is
a decrease of 2.0% from December 31, 2000 and a decrease of 4.3% from
March 31, 2000.

   New orders for the first quarter of 2001 were $49,277,000 compared with
$53,408,000 for the first quarter of 2000.  New machine orders were
$2,822,000, which is a decrease of 5.1% from the first quarter of 2000.  New
machine orders continue to be affected by the low worldwide price of coal in
recent years and the lower demand for other minerals.  However, in recent
months, the price of coal has been increasing which could improve demand for
the Company's machines later this year or next year.  New repair parts and
service orders for the first quarter of 2000 were $46,455,000, which is a
decrease of 7.9% from the first quarter of 2000.

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 Revolving Credit Facility through the selection of LIBOR based borrowings
or prime-rate based borrowings.  If market conditions warrant, interest rate
swaps may be used to adjust interest rate exposures, although none have been
used to date.  The Company believes that a 10% change in the Company's
weighted average interest rate at March 31, 2001 would not have a material
effect on the Company's financial position, results of operations or cash
flows.

   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 March 31, 2001, the
Company believes that a 10% change in foreign currency exchange rates will not
have a material effect on the Company's financial position, results of
operations or cash flows.

Forward-Looking Statements

   This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended.  Discussions
containing such forward-looking statements may be found in this section and
elsewhere within this Report.  Forward-looking statements include statements
regarding the intent, belief or current expectations of the Company, primarily
with respect to the future operating performance of the Company or related
industry developments.  When used in this Report, terms such as "anticipate,"
"believe," "estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements.  Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ from those described in the forward-looking statements as a
result of various factors, many of which are beyond the control of the
Company.  Forward-looking statements are based upon management's expectations
at the time they are made.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
such expectations ("Cautionary Statements") are 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 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 first quarter of
             2001.



                                 SIGNATURES



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



                                      BUCYRUS INTERNATIONAL, INC.
                                      (Registrant)



Date     May 14, 2001                /s/Craig R. Mackus
                                     Secretary and Controller
                                     Principal Accounting Officer


Date     May 14, 2001                /s/Theodore C. Rogers
                                     Chief Executive Officer



                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED MARCH 31, 2001


                                      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.

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 Auust 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.