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, 2000

                                    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 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 May 10, 2000

     Common Stock, $.01 par value                      1,442,150


               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, 2000 and 1999                        4

         Consolidated Condensed Statements of
         Comprehensive Income (Loss) - Quarters ended
         March 31, 2000 and 1999                                       5

         Consolidated Condensed Balance Sheets -
         March 31, 2000 and December 31, 1999                        6-7

         Consolidated Condensed Statements of Cash Flows -
         Quarters ended March 31, 2000 and 1999                        8

         Notes to Consolidated Condensed Financial
         Statements                                                 9-18

       Item 2 - Management's Discussion and Analysis of
                Financial Condition and Results of Operations      19-24

PART II. OTHER INFORMATION:

       Item 6 - Exhibits and Reports on Form 8-K                      25

       Signature Page                                                 26



               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,
                                        2000            1999
Revenues:
  Net sales                          $   65,992      $   74,610
  Other income                              114             535
                                     __________      __________

                                         66,106          75,145
                                     __________      __________
Costs and Expenses:
  Cost of products sold                  57,983          60,359
  Engineering and field service,
    selling, administrative and
    miscellaneous expenses               14,105          11,444
  Interest expense                        5,349           4,757
                                     __________      __________

                                         77,437          76,560
                                     __________      __________

Loss before income taxes                (11,331)         (1,415)

Income taxes (benefit)                      165             681
                                     __________      __________

Net loss                             $  (11,496)     $   (2,096)


Net loss per share
 of common stock:

   Basic                             $    (7.97)     $    (1.45)


   Diluted                           $    (7.97)     $    (1.45)




         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,
                                         2000            1999

Net loss                               $(11,496)       $ (2,096)

Other comprehensive loss -
  foreign currency translation
  adjustments                            (1,515)         (2,075)
                                       ________        ________

Comprehensive loss                     $(13,011)       $ (4,171)




         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,
                                  2000              1999                                           2000              1999
<S>                             <C>             <C>                                              <C>             <C>
                                                                LIABILITIES AND COMMON
ASSETS                                                            SHAREHOLDERS' INVESTMENT
CURRENT ASSETS:                                                   CURRENT LIABILITIES:
 Cash and cash                                                     Accounts payable and
  equivalents                   $  8,739          $  8,369          accrued expenses             $ 61,064          $ 64,640
 Receivables                      62,002            61,023         Liabilities to customers
 Inventories                     120,592           125,132          on uncompleted contracts
 Prepaid expenses and                                               and warranties                  8,026             4,876
  other current assets             7,095             5,502         Income taxes                       928               353
                                ________          ________         Short-term obligations             154               445
                                                                   Current maturities of
 Total Current Assets            198,428           200,026          long-term debt                  7,426             7,518
                                                                                                 ________          ________
OTHER ASSETS:
 Restricted funds                                                  Total Current Liabilities       77,598            77,832
  on deposit                          94                89
 Goodwill                         68,710            69,335        LONG-TERM LIABILITIES:
 Intangible assets - net          39,801            40,357         Liabilities to customers on
 Other assets                     11,427            11,375          uncompleted contracts
                                ________           _______          and warranties                  4,340             4,367
                                                                   Postretirement benefits         13,966            13,984
                                 120,032           121,156         Deferred expenses and other     11,609            12,645
                                                                                                 ________          ________
PROPERTY, PLANT AND EQUIPMENT:
 Cost                            115,507           115,376                                         29,915            30,996
 Less accumulated                                                 LONG-TERM DEBT, less
  depreciation                   (22,140)          (19,571)        current maturities             223,175           214,009
                                ________          ________
                                                                  COMMON SHAREHOLDERS' INVESTMENT:
                                  93,367            95,805         Common stock - par value
                                                                    $.01 per share, authorized
                                                                    1,700,000 shares, issued
                                                                    shares 1,444,650                   14                14
                                                                   Additional paid-in capital     144,451           144,451
                                                                   Treasury stock -
                                                                    2,500 shares, at cost            (196)             (196)
                                                                   Note receivable from
                                                                    shareholders                     (524)             (524)
                                                                   Accumulated deficit            (49,493)          (37,997)
                                                                   Accumulated other
                                                                    comprehensive
                                                                    income (loss)                 (13,113)          (11,598)
                                                                                                 ________          ________

                                                                                                   81,139            94,150
                                ________          ________                                       ________          ________

                                $411,827          $416,987                                       $411,827          $416,987



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


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

                                            Quarter Ended March 31,
                                            2000            1999

Net Cash Provided By (Used in)
Operating Activities                      $ (8,062)       $  9,543
                                          ________        ________
Cash Flows From Investing Activities
(Increase) decrease in restricted
  funds on deposit                              (5)              3
Purchases of property, plant
  and equipment                               (780)         (2,040)
Proceeds from sale of property, plant
  and equipment                                572              42
                                          ________        ________

Net cash used in investing activities         (213)         (1,995)
                                          ________        ________
Cash Flows From Financing Activities
Net increase (decrease) in long-term
  debt and other bank borrowings             8,783          (9,362)
Purchase of treasury stock                       -             (75)
                                          ________        ________

Net cash provided by (used in)
  financing activities                       8,783          (9,437)
                                          ________        ________

Effect of exchange rate changes on cash       (138)           (438)
                                          ________        ________
Net increase (decrease) in cash
  and cash equivalents                         370          (2,327)
Cash and cash equivalents at
  beginning of period                        8,369           8,821
                                          ________        ________
Cash and cash equivalents at
  end of period                           $  8,739        $  6,494




Supplemental Disclosures of Cash Flow Information

                                            2000            1999
Cash paid during the
 period for:
  Interest                                $  8,495        $  8,089
  Income taxes - net of refunds                132             143



         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.

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 1999
   Annual Report on Form 10-K filed with the Securities and Exchange
   Commission on March 30, 2000.

3. Inventories consist of the following:

                                      March 31,      December 31,
                                        2000             1999
                                         (Dollars in Thousands)

   Raw materials and parts            $ 12,927         $ 13,470
   Costs relating to
     uncompleted contracts               2,689            1,000
   Customers' advances offset
     against costs incurred on
     uncompleted contracts                (589)               -
   Work in process                      20,114           16,193
   Finished products (primarily
     replacement parts)                 85,451           94,469
                                      ________         ________

                                      $120,592         $125,132


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.  Although the Company has stock options outstanding,
   none of these options are dilutive.  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,
                                         2000           1999
                                      (Dollars in Thousands, Except
                                           Per Share Amounts)
Basic and Diluted

  Net loss                            $  (11,496)    $   (2,096)


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


  Net loss per share                  $    (7.97)    $    (1.45)


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").  SFAS 133 is now effective for
   fiscal years beginning after June 15, 2000.  SFAS 133 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.  SFAS 133 requires 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
   may implement SFAS 133 as of the beginning of any fiscal quarter.  SFAS
   133 cannot be applied retroactively.  Based on the Company's current
   transactions involving derivative instruments and hedging, management
   believes adoption of SFAS 133 will not have a material effect on its
   financial position or results of operations.

6. Due to a reduction in new orders, the Company reduced a portion of its
   manufacturing production workforce through a layoff and also reduced the
   number of its salaried employees.  These activities resulted in a
   restructuring charge of $2,695,000 in the first quarter of 2000.  Such
   amount primarily relates to severance payments and related matters and is
   included in Engineering and Field Service, Selling, Administrative and
   Miscellaneous Expenses in the Consolidated Condensed Statement of
   Operations.

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.
   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, 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 Statements of Operations
                                    Quarter Ended March 31, 1999
                                       (Dollars in Thousands)
<CAPTION>
                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>        <C>            <C>           <C>           <C>
Revenues:
  Net sales                    $ 51,295     $  9,410       $ 32,768      $(18,863)     $ 74,610
  Other income                    1,346            -            139          (950)          535
                               ________     ________       ________      ________      ________

                                 52,641        9,410         32,907       (19,813)       75,145
                               ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold          42,867        8,798         27,357       (18,663)       60,359
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        7,717          531          3,196             -        11,444
  Interest expense                4,703          378            626          (950)        4,757
                               ________     ________       ________      ________      ________

                                 55,287        9,707         31,179       (19,613)       76,560
                               ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and equity
  in net earnings of
  consolidated subsidiaries      (2,646)        (297)         1,728          (200)       (1,415)
Income taxes (benefit)              318         (119)           482             -           681
                               ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries      (2,964)        (178)         1,246          (200)       (2,096)

Equity in net earnings of
  consolidated subsidiaries       1,068            -              -        (1,068)            -
                               ________     ________       ________      ________      ________

Net earnings (loss)            $ (1,896)    $   (178)      $  1,246      $ (1,268)     $ (2,096)
</TABLE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                           March 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    $      -     $     47       $  8,692      $       -     $  8,739
  Receivables                    35,912        6,428         19,662              -       62,002
  Intercompany receivables       72,116        1,277         11,633        (85,026)           -
  Inventories                    71,173        3,333         47,501         (1,415)     120,592
  Prepaid expenses and
    other current assets            784          267          6,044              -        7,095
                               ________     ________       ________      ________      ________

  Total Current Assets          179,985       11,352         93,532        (86,441)     198,428

OTHER ASSETS:
  Restricted funds on deposit         -            -             94              -           94
  Goodwill                       68,710            -              -              -       68,710
  Intangible assets - net        39,778           23              -              -       39,801
  Other assets                    9,306            -          2,121              -       11,427
  Investment in subsidiaries     17,212            -              -        (17,212)           -
                               ________     ________       ________      _________     ________

                                135,006           23          2,215        (17,212)     120,032

PROPERTY, PLANT AND
 EQUIPMENT - net                 70,060        8,815         14,492              -       93,367
                               ________     ________       ________      _________     ________

                               $385,051     $ 20,190       $110,239      $(103,653)    $411,827


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 41,649     $  1,781       $ 17,925      $    (291)    $ 61,064
  Intercompany payables           1,056       20,927         56,048        (78,031)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                5,207            -          2,819              -        8,026
  Income taxes                      164           55            709              -          928
  Short-term obligations            154            -              -              -          154
  Current maturities of
    long-term debt                  386            -          7,040              -        7,426
                               ________     ________       ________      _________     ________

  Total Current Liabilities      48,616       22,763         84,541        (78,322)      77,598

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                4,305            -             35              -        4,340
  Postretirement benefits        13,475            -            491              -       13,966
  Deferred expenses and other    10,053          495          1,061              -       11,609
                               ________     ________       ________      _________     ________

                                 27,833          495          1,587              -       29,915

LONG-TERM DEBT, less
  current maturities            219,344            -          3,831              -      223,175

COMMON SHAREHOLDERS'
  INVESTMENT                     89,258       (3,068)        20,280        (25,331)      81,139
                               ________     ________       ________      _________     ________

                               $385,051     $ 20,190       $110,239      $(103,653)    $411,827
</TABLE>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 1999
                                       (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    $      -     $     23       $  8,346      $       -     $  8,369
  Receivables                    34,851        3,065         22,936            171       61,023
  Intercompany receivables       68,233        2,712         10,912        (81,857)           -
  Inventories                    73,147        3,669         50,579         (2,263)     125,132
  Prepaid expenses and
    other current assets            652          473          4,377              -        5,502
                               ________     ________       ________      _________     ________

    Total Current Assets        176,883        9,942         97,150        (83,949)     200,026

OTHER ASSETS:
  Restricted funds on deposit         -            -             89              -           89
  Goodwill                       69,335            -              -              -       69,335
  Intangible assets - net        40,310           47              -              -       40,357
  Other assets                    8,958            -          2,417              -       11,375
  Investment in subsidiaries     19,147            -              -        (19,147)           -
                               ________     ________       ________      _________     ________

                                137,750           47          2,506        (19,147)     121,156

PROPERTY, PLANT AND
 EQUIPMENT - net                 71,875        9,067         14,863              -       95,805
                               ________     ________       ________      _________     ________

                               $386,508     $ 19,056       $114,519      $(103,096)    $416,987


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 40,185     $  1,607       $ 23,139      $    (291)    $ 64,640
  Intercompany payables             905       19,749         55,882        (76,536)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                4,200            -            676              -        4,876
  Income taxes                      150           46            157              -          353
  Short-term obligations            150            -            295              -          445
  Current maturities of
    long-term debt                  413            -          7,105              -        7,518
                               ________     ________       ________      _________     ________

  Total Current Liabilities      46,003       21,402         87,254        (76,827)      77,832

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                4,332            -             35              -        4,367
  Postretirement benefits        13,480            -            504              -       13,984
  Deferred expenses and other    11,316          334            995              -       12,645
                               ________     ________       ________      _________     ________

                                 29,128          334          1,534              -       30,996

LONG-TERM DEBT, less
  current maturities            210,105            -          3,904              -      214,009

COMMON SHAREHOLDERS'
  INVESTMENT                    101,272       (2,680)        21,827        (26,269)      94,150
                               ________     ________       ________      _________     ________

                               $386,508     $ 19,056       $114,519      $(103,096)    $416,987
</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
Net decrease in long-term
  debt and other bank
  borrowings                      9,217            -           (434)            -         8,783
Purchase of treasury stock            -            -              -             -             -
                               ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities        9,217            -           (434)            -         8,783
                               ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                     -            -           (138)            -          (138)
                               ________     ________       ________      ________      ________
Net decrease 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>


<TABLE>
                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                    Quarter Ended March 31, 1999
                                       (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       $ 11,061     $    220       $ (1,738)     $      -      $  9,543
                               ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                    -            -              3             -             3
Purchases of property,
  plant and equipment            (1,624)        (243)          (173)            -        (2,040)
Proceeds from sale of
  property, plant and
  equipment                           -            8             34             -            42
                               ________     ________       ________      ________      ________
Net cash used in
  investing activities           (1,624)        (235)          (136)            -        (1,995)
                               ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net decrease in long-term
  debt and other bank
  borrowings                     (9,362)           -              -             -        (9,362)
Purchase of treasury stock          (75)           -              -             -           (75)
                               ________     ________       ________      ________      ________
Net cash used in
  financing activities           (9,437)           -              -             -        (9,437)
                               ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                     -            -           (438)            -          (438)
                               ________     ________       ________      ________      ________
Net decrease in cash
  and cash equivalents                -          (15)        (2,312)            -        (2,327)
Cash and cash equivalents
  at beginning of period              -           60          8,761             -         8,821
                               ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period             $      -     $     45       $  6,449      $      -      $  6,494
</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, 2000 and 1999.

   In connection with acquisitions involving the Company, assets and
liabilities have been 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, 2000 and December 31, 1999 were
as follows:

                                   March 31,      December 31,
                                     2000             1999
                                      (Dollars in Thousands)

   Working capital                 $120,830         $122,194
   Current ratio                   2.6 to 1         2.6 to 1

   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 the Revolving Credit
Facility (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 following table reconciles Loss Before Income Taxes to Adjusted EBITDA:

                                          Quarter Ended March 31,
                                          2000           1999
                                           (Dollars in Thousands)

Loss before income taxes                $(11,331)      $ (1,415)
Non-cash expenses:
 Depreciation                              2,899          2,744
 Amortization                              1,427          1,405
 (Gain) loss on sale of fixed assets         (50)           (15)
Interest expense                           5,349          4,757
                                        ________       ________

Adjusted EBITDA (1)                     $ (1,706)      $  7,476


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

   The Company has a credit agreement with Bank One, Wisconsin 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, expires on
July 3, 2001.  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, 2000 were $68,700,000 at a weighted
average interest rate of 9.1%.  The issuance of standby letters of credit
under the Revolving Credit Facility and certain other bank facilities reduces
the amount available for direct borrowings under the Revolving Credit
Facility.  At March 31, 2000, there were $4,800,000 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, 2000 was $4,192,000, which is
net of $1,463,000 that is to be used for the September 15, 2000 interest
payment on the Senior Notes.

   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 Guarantors, and Harris Trust and Savings Bank, as Trustee.
Interest thereon is payable each March 15 and September 15.

   Both the Revolving Credit Facility and the Senior Notes Indenture contain
certain covenants which may affect the Company's liquidity and capital
resources.  The Revolving Credit Facility 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.  On March 14, 2000, the Revolving
Credit Facility was amended to grant the Company a period of time during 2000
whereby the Company will not be subject to certain of the financial covenants
contained in the Revolving Credit Facility.  Subsequent to this period of
time, the Company will be subject to revised financial covenants under the
Revolving Credit Facility, which management believes are achievable.  As a
result, borrowings continue to be presented as long-term.

   In 1999, Bucyrus Canada Limited, a wholly-owned subsidiary of the
Company, entered into a C$15,000,000 credit facility with The Bank of Nova
Scotia.  Proceeds from this facility were used to acquire certain assets of
Bennett & Emmott (1986) Ltd. ("Bennett & Emmott") on April 30, 1999.  The
C$10,000,000 revolving term loan portion of this facility expires on December
31, 2000 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
over five years 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, 2000, Bucyrus Canada Limited was in compliance with these
covenants.

   The Company believes that current levels of cash and liquidity, together
with funds expected to be 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.  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 financial resources will be sufficient
for the Company to satisfy its debt service obligations and fund operating
activities under all circumstances.

   Capital Resources

   At March 31, 2000, the Company had approximately $1,726,000 of open
capital appropriations.  The Company's capital expenditures for the quarter
ended March 31, 2000 were $780,000 compared with $2,040,000 for the quarter
ended March 31, 1999.  In the near term, the Company currently anticipates
spending closer to the 2000 level.

Capitalization

   The long-term debt to equity ratio at March 31, 2000 and December 31,
1999 was 2.8 to 1 and 2.3 to 1, respectively.  The long-term debt to total
capitalization ratio at March 31, 2000 and December 31, 1999 was .7 to 1.
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 2000 were $65,992,000 compared with
$74,610,000 for the first quarter of 1999.  Net sales of repair parts and
services for the first quarter of 2000 were $51,736,000 compared with
$51,390,000 for the first quarter of 1999.  Machine sales for the first
quarter of 2000 were $14,256,000, which is a decrease of 38.6% from the first
quarter of 1999.  The decrease was primarily in electric mining shovels.
Machine sales continue to be affected by low mineral prices.

   Cost of Products Sold

   Cost of products sold for the first quarter of 2000 was $57,983,000 or
87.9% of net sales compared with $60,359,000 or 80.9% of net sales for the
first quarter of 1999.  The increase in the cost of products sold percentage
for 2000 was primarily due to unfavorable manufacturing variances resulting
from lower manufacturing activity associated with lower bookings in 1999, the
mix of the aftermarket items shipped and lower machine margins.  Included in
cost of products sold for 2000 and 1999 was $1,172,000 and $1,159,000,
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 Bucyrus Holdings, LLC (formerly known as American
Industrial Partners Acquisition Company, LLC).

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the first quarter of 2000 were $14,105,000 or 21.4% of net sales
compared with $11,444,000 or 15.3% of net sales for the first quarter of 1999.
Due to a reduction in new orders, the Company reduced a portion of its
manufacturing production workforce through a layoff and also reduced the
number of its salaried employees.  As a result, a $2,695,000 restructuring
charge primarily related to severance payments and related matters was
recorded in the first quarter of 2000.

   Interest Expense

   Interest expense for the first quarter of 2000 was $5,349,000 compared
with $4,757,000 for the first quarter of 1999.  Included in interest expense
for 2000 and 1999 was $3,656,000 related to the Senior Notes.  Also included
in interest expense for 2000 was $190,000 of interest expense related to debt
incurred for the acquisition and operation of Bennett & Emmott.  The remainder
of the increase in interest expense was due to increased borrowings under the
Revolving Credit Facility.

   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 2000 was $11,496,000 compared with net
loss of $2,096,000 for the first quarter of 1999.  Non-cash depreciation and
amortization charges included in the net loss for the first quarter of 2000
and 1999 were $4,326,000 and $4,149,000, respectively.

   Backlog and New Orders

   The Company's consolidated backlog at March 31, 2000 was $174,694,000
compared with $187,278,000 at December 31, 1999 and $241,579,000 at March 31,
1999.  Machine backlog at March 31, 2000 was $29,714,000, which is a decrease
of 27.5% from December 31, 1999 and a decrease of 70.1% from March 31, 1999.
In 1997, the Company executed a contract with an Australian mining company for
the sale of a Model 2570WS dragline which was completed in the first quarter
of 2000.  Included in backlog at December 31, 1999 and March 31, 1999 was
$2,376,000 and $21,084,000, respectively, related to this machine.  During the
fourth quarter of 1998, the Company sold four electric mining shovels and
three blasthole drills to a customer in Peru for a new copper mine in that
country.  Also, during the fourth quarter of 1998, the Company sold three
partial draglines to a customer in India.  Repair parts and service backlog at
March 31, 2000 was $144,980,000, compared with $146,281,000 at December 31,
1999 and $142,207,000 at March 31, 1999.

   New orders for the first quarter of 2000 were $53,408,000 compared with
$53,732,000 for the first quarter of 1999.  New machine orders were
$2,973,000, which is a decrease of 66.6% from the first quarter of 1999, and
included one blasthole drill which was in inventory at December 31, 1999.  New
repair parts and service orders for the first quarter of 2000 were
$50,435,000, which is an increase of 12.5% from the first quarter of 1999.
Both new machine orders and parts and service orders continue to be affected
by the low worldwide price of copper and coal and the lower demand for other
minerals.

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, 2000 would not have a material
effect on the Company's financial position, results of operations or cash
flows.

   Foreign Currency

   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 overall foreign currency exchange rate exposure at March 31,
2000, 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
          2000.


                                 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 12, 2000                /s/Craig R. Mackus
                                     Secretary and Controller
                                     Principal Accounting Officer


Date     May 12, 2000                /s/Theodore C. Rogers
                                     President and Chief Executive Officer



                        BUCYRUS INTERNATIONAL, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED MARCH 31, 2000


                                    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                              X
      to Certificate of
      Formation of Bucyrus
      Holdings, LLC, effective
      March 25, 1999.

 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)

 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.

10.2  Separation Agreement         Exhibit 10.2
      between Registrant           to Registrant's
      and D. J. Smoke dated        Quarterly Report
      July 22, 1999.               on Form 10-Q
                                   filed with the
                                   Commission on
                                   August 12, 1999.

10.3  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.

10.4  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.

10.5  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.

10.6  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.

27.1  Financial Data Schedule                               X
      (Edgar filing only.)