SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                __________________________________________

                                 Form 10-Q

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

                   For Quarter Ended September 30, 1996

                      Commission File Number:  1-871

                __________________________________________


                        BUCYRUS INTERNATIONAL, INC.

                 DELAWARE                       39-0188050

                               P. O. BOX 500
                           1100 MILWAUKEE AVENUE
                     SOUTH MILWAUKEE, WISCONSIN 53172

                              (414) 768-4000


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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                 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 1, 1996

Common Stock, par value $.01 per share          10,234,574
<PAGE>

               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX



                                                            Page No.

Part I.  FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Balance Sheets -
           September 30, 1996 and December 31, 1995              3

           Consolidated Condensed Statements of Operations -
           Quarters and nine months ended September 30, 1996 
           and 1995                                              4

           Consolidated Condensed Statements of Cash Flows - 
           Nine months ended September 30, 1996 and 1995       5-6

           Notes to Consolidated Condensed Financial 
           Statements                                          7-8

         Item 2 - Management's Discussion and Analysis 
                  of Financial Condition and Results
                  of Operations                                9-13


Part II. OTHER INFORMATION:

         Item 1 - Legal Proceedings                              14

         Item 6 - Exhibits and Reports on Form 8-K               14

         Signature Page                                          15

<PAGE>
                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Dollars In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                            September 30,      December 31,                                   September 30,       December 31,
                                1996               1995                                           1996                1995    
<S>                         <C>                <C>                <C>                         <C>                 <C>
ASSETS                                                            LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT ASSETS:                                                   CURRENT LIABILITIES:
 Cash and cash                                                     Accounts payable and
  equivalents                 $ 15,580          $ 11,150            accrued expenses            $ 39,490            $ 37,487
 Receivables                    35,733            35,603           Liabilities to customers
 Inventories                    69,108            73,566            on uncompleted contracts
 Prepaid expenses and                                               and warranties                 4,769               8,222
  other current assets           2,247             1,414           Income taxes                    1,313               3,463
                              ________          ________           Short-term obligations          2,770               5,573
 Total Current Assets          122,668           121,733           Current maturities of
                                                                    long-term debt                   421               1,658
OTHER ASSETS:                                                                                   ________            ________
 Restricted funds                                                  Total Current
  on deposit                     1,077             2,877            Liabilities                   48,763              56,403
 Intangible assets - net         8,664             9,021
 Other assets                    5,857             4,760          LONG-TERM LIABILITIES:
                              ________          ________           Deferred income taxes             192                 183
                                15,598            16,658           Liabilities to customers on
                                                                    uncompleted contracts
PROPERTY, PLANT AND EQUIPMENT:                                      and warranties                 3,071               3,127
 Cost                           42,265            39,387           Postretirement benefits        11,068              11,527
 Less accumulated                                                  Deferred expenses
  depreciation                  (6,552)           (3,740)           and other                     11,551              10,097
                              ________          ________                                        ________            ________
                                35,713            35,647                                          25,882              24,934
                                                                  LONG-TERM DEBT, less
                                                                   current maturities             62,614              58,021

                                                                  COMMON SHAREHOLDERS' INVESTMENT:
                                                                   Common stock - par value
                                                                    $.01 per share, authorized
                                                                    20,000,000 shares, issued
                                                                    and outstanding 10,234,574 
                                                                    shares                           102                 102
                                                                   Additional paid-in capital   $ 57,742            $ 54,259
                                                                   Unearned stock compensation    (3,090)                  -
                                                                   Accumulated deficit           (16,919)            (19,324)
                                                                   Cumulative translation
                                                                    adjustment                    (1,115)               (357)
                                                                                                ________            ________
                                                                                                  36,720              34,680
                            ________             ________                                       ________            ________
                            $173,979             $174,038                                       $173,979            $174,038
                                                                                                                            

<FN>
                         See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                          (Dollars In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                               Quarter Ended September 30,   Nine Months Ended September 30,
                                 1996           1995           1996               1995  
<S>                            <C>            <C>            <C>               <C>
Revenues:
  Net sales                    $   68,077     $   61,408     $  198,897        $  173,990
  Other income                        236            314            700               933
                               __________     __________     __________        __________
                                   68,313         61,722        199,597           174,923
                               __________     __________     __________        __________
Costs and Expenses:
  Cost of products sold            55,292         58,625        162,315           156,102
  Product development, selling, 
    administrative and 
    miscellaneous expenses          9,224          9,761         27,078            26,188
  Interest expense                  1,756          1,558          5,929             4,574
  Restructuring expenses                -          2,577              -             2,577
  Reorganization items                  -            446              -               919
                               __________     __________     __________        __________
                                   66,272         72,967        195,322           190,360
                               __________     __________     __________        __________

Earnings (loss) before 
  income taxes                      2,041        (11,245)         4,275           (15,437)

Income taxes                          546            806          1,870             1,658
                               __________     __________     __________        __________

Net earnings (loss)            $    1,495     $  (12,051)    $    2,405        $  (17,095)
                                                                                        

Weighted average number of 
  common shares outstanding    10,234,574     10,234,574     10,234,574        10,192,978
                                                                                        


Net earnings (loss) per share 
  of common stock              $      .14     $    (1.18)    $      .23        $    (1.68)
                                                                                        

<FN>
                     See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                       ITEM 1 - FINANCIAL STATEMENTS
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                          (Dollars In Thousands)

                                          Nine Months Ended September 30,
                                             1996              1995   

Cash Flows From Operating Activities
Net earnings (loss)                       $   2,405         $ (17,095)
Adjustments to reconcile net earnings
  (loss) to net cash provided by
  operating activities:
    Inventory obsolescence adjustment             -             4,416
    Depreciation                              2,955             2,773
    Amortization                                863               896
    Stock compensation                          393                 -
    In kind interest on the Secured
      Notes due December 14, 1999             3,767             4,180
    Loss (gain) on sale of property,  
      plant and equipment                       278               (26)
    Changes in assets and liabilities:
      Receivables                              (752)           (5,233)
      Inventories                             3,875               404
      Other current assets                     (835)              260
      Other assets                           (1,019)              (53)
      Current liabilities other than
        income taxes, short-term
        obligations and current 
        maturities of long-term debt          1,574            10,209
      Income taxes                           (2,098)               53
      Long-term liabilities other 
        than deferred income taxes           (2,420)             (731)
                                          _________         _________
Net cash provided by operating activities     8,986                53
                                          _________         _________
Cash Flows From Investing Activities
Decrease in restricted funds on deposit       1,800               798
Purchases of property, plant 
  and equipment                              (3,715)           (2,205)
Proceeds from sale of property, plant 
  and equipment                                 806                76
                                          _________         _________
Net cash used in investing activities        (1,109)           (1,331)
                                          _________         _________
Cash Flows From Financing Activities
Proceeds from issuance of project
  financing obligations                       5,402             3,581
Reduction of project financing
  obligations                                (8,104)           (6,861)
Net (decrease) increase in other
  bank borrowings                            (1,337)              149
Proceeds from issuance of 
  long-term debt                                849                 -
                                          _________         _________
Net cash used in financing activities        (3,190)           (3,131)
                                          _________         _________
Effect of exchange rate 
  changes on cash                              (257)               16
                                          _________         _________

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

                                          Nine Months Ended September 30,
                                             1996              1995   
Net increase (decrease) in cash and 
  cash equivalents                            4,430            (4,393)
Cash and cash equivalents at 
  beginning of period                        11,150            16,209
                                          _________         _________
Cash and cash equivalents at 
  end of period                           $  15,580         $  11,816
                                                                


Supplemental Disclosures of Cash Flow Information      

                                             1996              1995   
Cash paid during the period for:
  Interest                                $      417        $      171
  Income taxes - net of refunds                3,162             1,079






















         See notes to consolidated condensed financial statements.

<PAGE>
               
                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 and other adjustments as stated
   in Notes 4 and 5) 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.  Certain reclassifications have
   been made to the 1995 consolidated condensed financial statements to
   present them on a basis consistent with the current year.

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 1995
   annual report on Form 10-K filed with the Securities and Exchange
   Commission on April 1, 1996.

3. Inventories consist of the following:

                                     September 30,  December 31,
                                         1996          1995     
                                         (Dollars in Thousands)

   Raw materials and parts             $ 12,060       $ 12,138
   Costs relating to
     uncompleted contracts                8,753          5,861
   Customers' advances offset
     against costs incurred on
     uncompleted contracts               (4,288)        (2,440)
   Work in process                        9,555         13,511
   Finished products (primarily
     replacement parts)                  43,028         44,496
                                                              
                                       $ 69,108       $ 73,566
                                                              

   During the third quarter of 1995, the Company completed an evaluation of
   its inventory and recorded a charge of $4,416,000 to cost of products
   sold for the scrapping and disposal of excess inventory which related to
   certain older and discontinued machine models.

4. Restructuring expenses included in the Consolidated Condensed Statements
   of Operations for the quarter and nine months ended September 30, 1995
   consist of employee severance expenses recorded to reflect the cost of
   reduced employment and the severance costs related to the resignation of
   three officers of the Company.

5. Reorganization items included in the Consolidated Condensed Statements of
   Operations for the nine months ended September 30, 1995 consist of
   additional legal and professional fees incurred in connection with the
   bankruptcy proceedings in 1994.

6. Net earnings (loss) per share of common stock is based on the weighted
   average number of common shares outstanding during the period.  Common
   stock equivalents are not significant.

7. Jackson National Life Insurance Company ("JNL"), currently the holder of
   approximately 41.31% of Common Stock, has filed a claim (the "JNL 503(b)
   Claim") against the Company for reimbursement of approximately $3,300,000
   for professional fees and disbursements incurred in connection with the
   Company's chapter 11 proceedings pursuant to Section 503(b) of the
   Bankruptcy Code.  Pursuant to a settlement agreement dated May 23, 1995,
   JNL agreed that, in the event that the JNL 503(b) Claim is allowed in
   whole or in part by the Bankruptcy Court, in lieu of requiring payment of
   any award in cash, JNL will accept payment in Common Stock at a price
   equal to $5.6375 per share (the average closing price of such stock on
   the NASDAQ Stock Market on June 20, 21, 22, 23 and 26, 1995).  By order
   dated June 3, 1996, the Bankruptcy Court ruled that JNL would be awarded
   the sum of $500.  JNL has appealed the decision.  The Company has been
   advised by its reorganization counsel that in said counsel's opinion the
   JNL 503(b) Claim is without merit; however, the ultimate outcome of this
   matter cannot presently be determined.  Accordingly, no provision for any
   loss that may result upon resolution of this matter has been made in the
   Consolidated Condensed Financial Statements.

   Concurrently with the trial of the JNL 503(b) Claim, the Bankruptcy Court
   considered the final fee application of the law firm of Milbank, Tweed,
   Hadley & McCloy ("Milbank"), who rendered services as reorganization
   counsel for the Company in connection with the chapter 11 proceedings. 
   The Milbank claim was approximately $2,330,000, of which 80% had
   previously been paid by the Company on an interim basis.  By order dated
   June 3, 1996, the Bankruptcy Court ruled that Milbank would receive 80%
   of the claimed amount as full and final compensation, thereby resulting
   in no further payments being due and owing to Milbank on the claim.  JNL
   appealed the decision of the Bankruptcy Court not to order disgorgement
   of amounts already paid to Milbank.  Milbank has not appealed the
   decision.

<PAGE>
               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
Bucyrus International, Inc.'s (the "Company") operations for the quarters and
nine months ended September 30, 1996 and 1995.  

   The reorganization of the Company under chapter 11 of the Bankruptcy Code
was effective December 14, 1994 (the "Effective Date").  The reorganization
was accounted for using the principles of fresh start reporting, as required
by AICPA Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code".  Under the principles of fresh
start reporting, total assets were recorded at their assumed reorganization
value, with the reorganization value allocated to identifiable tangible and
intangible assets on the basis of their estimated fair value, and liabilities
were adjusted to the present values of amounts to be paid where appropriate. 
The consolidated condensed financial statements include the related
amortization charges associated with the fair value adjustments.

Net Sales

   Net sales for the quarter and nine months ended September 30, 1996 were
$68,077,000 and $198,897,000, respectively, compared with $61,408,000 and
$173,990,000 for the quarter and nine months ended September 30, 1995,
respectively.  Sales of repair parts and services for the quarter and nine
months ended September 30, 1996 were $39,166,000 and $120,963,000,
respectively, which is a decrease of .2% and an increase of 3.3% from the
quarter and nine months ended September 30, 1995, respectively.  The increase
in repair parts and service sales for the nine months ended September 30, 1996
was primarily due to increased sales at Minserco, Inc., a mining service
subsidiary of the Company.  Machine sales for the quarter and nine months
ended September 30, 1996 were $28,911,000 and $77,934,000, respectively, which
is an increase of 30.4% and 37.1% from the quarter and nine months ended
September 30, 1995, respectively.  The increases in machine sales were
primarily due to increased electric mining shovel sales, primarily in copper
markets. 

Cost of Products Sold

   Cost of products sold for the quarter ended September 30, 1996 was
$55,292,000 or 81.2% of net sales compared with $58,625,000 or 95.5% of net
sales for the quarter ended September 30, 1995.  For the nine months ended
September 30, 1996, cost of products sold was $162,315,000 or 81.6% of net
sales compared with $156,102,000 or 89.7% of net sales for the nine months
ended September 30, 1995.  Included in cost of products sold for the quarter
and nine months ended September 30, 1995 was $2,813,000 and $8,530,000,
respectively, as a result of the fair value adjustment to inventory.  This
adjustment was made in accordance with the principles of fresh start reporting
adopted in 1994 and was charged to cost of products sold as the inventory was
sold.  Also included in cost of products sold for the quarter and nine months
ended September 30, 1995 was a charge of $4,416,000 for the scrapping and
disposal of excess inventory which related to certain older and discontinued
machine models.  Excluding the effects of the inventory fair value adjustment
and excess inventory charge, cost of products sold as a percentage of net
sales for the quarter and nine months ended September 30, 1995 was 83.7% and
82.3%, respectively.  The increases in gross margin percentages for the
quarter and nine months ended September 30, 1996, not including the fair value
and excess inventory adjustments, were primarily due to improved margins on
machine sales.

Product Development, Selling, Administrative and Miscellaneous Expenses

   Product development, selling, administrative and miscellaneous expenses
for the quarter ended September 30, 1996 were $9,224,000 or 13.5% of net sales
compared with $9,761,000 or 15.9% of net sales for the quarter ended
September 30, 1995.  The amounts for the nine months ended September 30, 1996
and 1995 were $27,078,000 or 13.6% of net sales and $26,188,000 or 15.1% of
net sales, respectively.  The dollar increase for the nine months ended
September 30, 1996 was primarily due to higher product development and service
costs to provide increased support to customers.

Interest Expense

   Interest expense for the quarter and nine months ended September 30, 1996
was $1,756,000 and $5,929,000, respectively, compared with $1,558,000 and
$4,574,000 for the quarter and nine months ended September 30, 1995,
respectively.  The increase for the nine months ended September 30, 1996 was
primarily due to an increase in the interest rate on the Secured Notes due
December 14, 1999 ("Secured Notes") from 10.5% to 13% effective December 14,
1995 for interest paid in kind by adding the interest to the principal
balance.  Also, interest on the Secured Notes was accrued on a higher
principal balance in 1996 since all interest paid to date has been paid in
kind.  The Company has the option of paying interest on the Secured Notes in
cash at 10.5% or in kind at 13%.  For the six months ended June 30, 1996,
interest was accrued at 13% since the Company paid this interest in kind.  For
the quarter ended September 30, 1996, interest was accrued at 10.5% since the
Company currently intends to pay this interest in cash.  

Income Taxes

   Income tax expense consists primarily of foreign taxes at applicable
statutory rates.  

Net Earnings (Loss)

   Net earnings for the quarter and nine months ended September 30, 1996
were $1,495,000 and $2,405,000, respectively, compared with a net loss of
$12,051,000 and $17,095,000 for the quarter and nine months ended
September 30, 1995, respectively.  During the third quarter of 1995, the
Company undertook a restructuring of its corporate headquarters and foreign
subsidiaries and completed an evaluation of its inventories and other items. 
The Company, in evaluating its inventory, determined that excess levels
existed for certain older and discontinued machine models.  Accordingly, a
charge of $4,416,000 was made in the quarter ended September 30, 1995 for the
eventual scrapping and disposal of this inventory.  Severance costs of
$2,577,000 were also recorded to reflect the cost of reduced employment at the
corporate headquarters and foreign subsidiaries, and the resignation of three
former officers.  In addition, a $1,018,000 charge resulting from the
reestimation of certain customer warranty reserves was recorded and charges of
$446,000 and $919,000 for the quarter and nine months ended September 30,
1995, respectively, were made for reorganization items related to issues
continuing from the bankruptcy proceedings.  Net loss for the quarter and nine
months ended September 30, 1995 also included $2,431,000 and $7,309,000 (net
of income taxes), respectively, of the inventory fair value adjustment related
to fresh start reporting.  

Backlog and New Orders

   The Company's consolidated backlog on September 30, 1996 was $173,243,000
compared with $118,024,000 at December 31, 1995 and $90,879,000 at
September 30, 1995.  Machine backlog at September 30, 1996 was $78,547,000,
which is an increase of 19.4% from December 31, 1995 and an increase of 152.5%
from September 30, 1995.  The increase in machine backlog from December 31,
1995 was primarily in blast hole drill volume.  The increase in machine
backlog from September 30, 1995 was in both electric mining shovel and blast
hole drill volume.  Repair parts and service backlog at September 30, 1996 was
$94,696,000, which is an increase of 81.4% from December 31, 1995 and an
increase of 58.4% from September 30, 1995.  The increases in repair parts and
service backlog were primarily at foreign locations and reflect new orders
related to long-term maintenance and repair contracts which will be completed
in the next three to five years.

   New orders for the quarter and nine months ended September 30, 1996 were
$57,203,000 and $254,116,000, respectively, which is a decrease of 29.1% and
an increase of 32.0% from the quarter and nine months ended September 30,
1995, respectively.  New machine orders for the quarter and nine months ended
September 30, 1996 were $14,499,000 and $90,671,000, respectively, which is a
decrease of 59.8% and an increase of 45.6% from the quarter and nine months
ended September 30, 1995, respectively.  The decrease in new machine orders
for the quarter ended September 30, 1996 was due to the timing of new machine
orders.  The increase in new machine orders for the nine months ended
September 30, 1996 was in both electric mining shovel and blast hole drill
volume and represented strong machine sales activity during the first half of
1996, primarily related to copper markets.  Blast hole drill and electric
mining shovel inquiries from South America and China remain steady.  New
repair parts and service orders for the quarter and nine months ended
September 30, 1996 were $42,704,000 and $163,445,000, respectively, which is a
decrease of 4.3% and an increase of 25.5% from the quarter and nine months
ended September 30, 1995, respectively.  The increase in repair parts and
service orders for the nine months ended September 30, 1996 was primarily due
to large maintenance and repair contract orders at foreign locations in the
first quarter of 1996.  

Capitalization

   The long-term debt to equity ratio as of September 30, 1996 and
December 31, 1995 was 1.7 to 1.

Liquidity and Capital Resources

   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, 1996 and December 31, 1995
were as follows:

                                     September 30,  December 31,
                                         1996           1995    
                                         (Dollars in Thousands)

Working capital                        $ 73,905       $ 65,330
Current ratio                          2.5 to 1       2.2 to 1

   The table below summarizes the Company's cash position at September 30,
1996:

                              Restricted   Unrestricted
Location                         Cash          Cash         Total  
                                        (Dollars in Thousands)

United States                $      -       $  8,728      $  8,728
Foreign Subsidiaries               21          6,273         6,294
Equipment Assurance Limited     1,056            579         1,635
                                                             
                             $  1,077       $ 15,580      $ 16,657
                                                             

   A portion of the unrestricted cash at the foreign subsidiaries is not
readily repatriatable because it is required for working capital purposes at
these respective locations.

   Equipment Assurance Limited has pledged $1,056,000 of its cash to secure
its reimbursement obligations for outstanding letters of credit at
September 30, 1996.  This collateral amount is classified as Restricted Funds
on Deposit in the Consolidated Condensed Balance Sheets.

   The following table reconciles Earnings (Loss) Before Income Taxes to
earnings before interest, income taxes, depreciation, amortization, loss
(gain) on sale of fixed assets, restructuring expenses, reorganization items
and inventory fair value adjustment charged to cost of products sold
("Adjusted EBITDA"):

                             Quarter Ended             Nine Months Ended
                             September 30,               September 30,     
                           1996          1995          1996           1995  
                                         (Dollars in Thousands)
Earnings (loss) 
 before income taxes       $  2,041      $(11,245)     $  4,275       $(15,437)
Restructuring expenses            -         2,577             -          2,577 
Reorganization items              -           446             -            919 
Inventory fair value
 adjustment charged
 to cost of products
 sold                             -         2,813             -          8,530 
Non-cash expenses:
 Depreciation                   975           953         2,955          2,773 
 Amortization                   279           299           863            896 
 Loss (gain) on sale
  of fixed assets                32             2           278            (26)
 In kind interest on
  the Secured Notes               -         1,445         3,767          4,180 
Cash interest
 expense                      1,756           113         2,162            394 
                                                              
Adjusted EBITDA(1)(2)      $  5,083      $ (2,597)     $ 14,300       $  4,806 
                                                              

(1)   Adjusted EBITDA for the quarter and nine months ended September 30, 1995
      is reduced by a charge of $4,416,000 to cost of products sold for the
      scrapping and disposal of excess inventory which related to certain older
      and discontinued machine models.

(2)   The Company is presenting a calculation of Adjusted EBITDA to highlight
      the effects that fresh start accounting, restructuring expenses and
      reorganization items have on reported net earnings.  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 (see 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 Company has a Credit Agreement (the "Credit Agreement") with Bank
One, Milwaukee, National Association ("Bank One").  The Credit Agreement, as
amended, contains a credit facility for working capital and general corporate
purposes (the "Loan Facility"), a letter of credit facility (the "L/C
Facility") and a project financing loan facility (the "Project Financing
Facility").  Under the Loan Facility, the Company may borrow up to $2,500,000,
provided that it meets certain earnings before interest, taxes, depreciation
and amortization tests, as defined.  Borrowings under the Loan Facility mature
on April 30, 1998.  Under the L/C Facility, Bank One has agreed to issue
letters of credit through April 30, 1998 in an aggregate amount not in excess
of $15,000,000 minus the then outstanding aggregate borrowings by the Company
under the Loan Facility, provided that no letter of credit may expire after
April 30, 1999.  Under the Project Financing Facility, Bank One may make
project financing loans to the Company from time to time.  Borrowings under
the Project Financing Facility bear interest at the Company's option either at
a rate equal to Bank One's reference rate or an adjusted LIBOR rate plus a
variable margin.  Borrowings under the Credit Agreement are secured by a
security interest on substantially all of the Company's property (other than
real estate).  At September 30, 1996, the Company had $340,000 of borrowings
outstanding under the Loan Facility and $13,006,000 of the L/C Facility was
being used.  

   Under the Project Financing Facility, the Company has a line of credit
for $14,000,000 to support one current order.  Bank One has participated a
portion of the Project Financing Facility to The Bank of Nova Scotia.  
Availability is based on the amount of inventory being financed and any
accounts receivable relating to such project.  Availability at September 30,
1996 is $8,320,000.  There were no borrowings under the Project Financing
Facility at September 30, 1996.

   The agreements relating to the Secured Notes and the Credit Agreement
permit additional project financing from other lenders to manufacture mining
machinery or other products pursuant to binding purchase contracts.  Project
financing borrowings are secured by the inventory being financed and any
accounts receivable relating to such project.  Project financing borrowings
mature not later than the date of the final payment by the customer under the
applicable purchase contract.  At September 30, 1996, the Company had
$2,431,000 of outstanding project financing borrowings not related to the
Project Financing Facility.  These borrowings are classified as Short-Term
Obligations in the Consolidated Condensed Balance Sheets.

   At September 30, 1996, the Company had approximately $3,671,000 of open
capital appropriations.  Included in open capital appropriations is $1,970,000
for a new service shop facility in Chile which will be financed primarily with
a local bank in Chile and $920,000 for land and a new facility in South Africa
which will be financed primarily with a local bank in South Africa.  In
addition, the Company commenced the $2,200,000 first phase of a potential
$14,000,000 machine shop tool modernization project.  The first phase
equipment, together with $2,800,000 of machine tools previously ordered, will
be financed or leased.  
<PAGE>
                                  
                                   PART II
                             OTHER INFORMATION



Item 1.   Legal Proceedings.

          Jackson National Life Insurance Company ("JNL"), currently the
          holder of approximately 41.31% of the Company's common stock
          ("Common Stock"), has filed a claim (the "JNL 503(b) Claim")
          against the Company for reimbursement of approximately $3,300,000
          for professional fees and disbursements incurred in connection with
          the Company's chapter 11 proceedings pursuant to Section 503(b) of
          the Bankruptcy Code.  Pursuant to a settlement agreement dated May
          23, 1995, JNL agreed that, in the event that the JNL 503(b) Claim
          is allowed in whole or in part by the Bankruptcy Court, in lieu of
          requiring payment of any award in cash, JNL will accept payment in
          Common Stock at a price equal to $5.6375 per share (the average
          closing price of such stock on the NASDAQ Stock Market on June 20,
          21, 22, 23 and 26, 1995).  By order dated June 3, 1996, the
          Bankruptcy Court ruled that JNL would be awarded the sum of $500. 
          JNL has appealed the decision.  The Company has been advised by its
          reorganization counsel that in said counsel's opinion the JNL
          503(b) Claim is without merit; however, the ultimate outcome of
          this matter cannot presently be determined.  Accordingly, no
          provision for any loss that may result upon resolution of this
          matter has been made in the Consolidated Condensed Financial
          Statements.

          Concurrently with the trial of the JNL 503(b) Claim, the Bankruptcy
          Court considered the final fee application of the law firm of
          Milbank, Tweed, Hadley & McCloy ("Milbank"), who rendered services
          as reorganization counsel for the Company in connection with the
          chapter 11 proceedings.  The Milbank claim was approximately
          $2,330,000, of which 80% had previously been paid by the Company on
          an interim basis.  By order dated June 3, 1996, the Bankruptcy
          Court ruled that Milbank would receive 80% of the claimed amount as
          full and final compensation, thereby resulting in no further
          payments being due and owing to Milbank on the claim.  JNL appealed
          the decision of the Bankruptcy Court not to order disgorgement of
          amounts already paid to Milbank.  Milbank has not appealed the
          decision.

  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)  Report on Form 8-K:

               No reports on Form 8-K were filed during the third quarter.
<PAGE>

                                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 14, 1996          /s/Craig R. Mackus                  
                                   Craig R. Mackus
                                   Secretary and Controller
                                   Principal Accounting Officer


Date    November 14, 1996          /s/Willard R. Hildebrand           
                                   Willard R. Hildebrand
                                   President and CEO


<PAGE>
                        
                         BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR QUARTER ENDED SEPTEMBER 30, 1996

                               Incorporated             Sequential
Exhibit                         Herein By      Filed       Page
Number     Description          Reference     Herewith    Number


 27     Financial Data Schedule                    X
        (EDGAR filing only.)

 99     Press Release dated                        X
        November 12, 1996.