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


                                 Form 10-Q

   (Mark One)

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

               For the quarterly period ended June 30, 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 August 14, 2000

Common Stock, $.01 par value                             1,441,400



               BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES

                                   INDEX



                                                                 Page No.

Part I.  FINANCIAL INFORMATION:

         Item 1 - Financial Statements (Unaudited)

           Consolidated Condensed Statements of Operations -
           Quarters and six months ended June 30, 2000
           and 1999                                                   4

           Consolidated Condensed Statements of Comprehensive
           Income (Loss) - Quarters and six months ended
           June 30, 2000 and 1999                                     5

           Consolidated Condensed Balance Sheets -
           June 30, 2000 and December 31, 1999                      6-7

           Consolidated Condensed Statements of Cash Flows -
           Six months ended June 30, 2000 and 1999                    8

           Notes to Consolidated Condensed Financial
           Statements                                              9-21

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                   22-28


Part II. OTHER INFORMATION:

         Item 6 - Exhibits and Reports on Form 8-K                   29

         Signature Page                                              30


                            BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                   ITEM 1 - FINANCIAL STATEMENTS
                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                          (Dollars In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                                Quarters Ended June 30,      Six Months Ended June 30,
                                 2000           1999           2000         1999
<S>                           <C>            <C>           <C>          <C>
Revenues:
  Net sales                   $   67,481     $   90,549     $  133,473   $  165,159
  Other income                       750            237            864          772
                              __________     __________     __________   __________

                                  68,231         90,786        134,337      165,931
                              __________     __________     __________   __________
Costs and Expenses:
  Cost of products sold           61,568         73,563        119,551      133,922
  Engineering and field
    service, selling,
    administrative and
    miscellaneous expenses        12,322         12,804         26,427       24,248
  Interest expense                 5,604          4,727         10,953        9,484
                              __________     __________     __________   __________

                                  79,494         91,094        156,931      167,654
                              __________     __________     __________   __________

Loss before income taxes         (11,263)          (308)       (22,594)      (1,723)

Income taxes                         586            448            751        1,129
                              __________     __________     __________   __________

Net loss                      $  (11,849)    $     (756)    $  (23,345)  $   (2,852)


Net loss per share
  of common stock:

    Basic                     $    (8.22)    $     (.52)    $   (16.19)  $    (1.98)


    Diluted                   $    (8.22)    $     (.52)    $   (16.19)  $    (1.98)

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


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

<CAPTION>
                                Quarters Ended June 30,      Six Months Ended June 30,
                                 2000           1999           2000         1999
<S>                           <C>            <C>            <C>          <C>

Net loss                      $  (11,849)    $     (756)    $  (23,345)  $   (2,852)

Other comprehensive loss -
  foreign currency translation
  adjustments                     (2,117)        (1,049)        (3,632)      (3,124)
                              __________     __________     __________   __________

Comprehensive loss            $  (13,966)    $   (1,805)    $  (26,977)  $   (5,976)

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


                                BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
                                       ITEM 1 - FINANCIAL STATEMENTS
                                   CONSOLIDATED CONDENSED BALANCE SHEETS
                              (Dollars In Thousands, Except Per Share Amounts)

</TABLE>
<TABLE>
<CAPTION>
                                June 30,        December 31,                                      June 30,       December 31,
                                  2000              1999                                            2000             1999
<S>                             <C>             <C>               <C>                             <C>            <C>
ASSETS                                                            LIABILITIES AND COMMON
CURRENT ASSETS:                                                    SHAREHOLDERS' INVESTMENT
 Cash and cash                                                    CURRENT LIABILITIES:
  equivalents                   $  6,016          $  8,369         Accounts payable and
 Receivables                      58,378            61,023          accrued expenses              $ 67,677         $ 64,640
 Inventories                     116,424           125,132         Liabilities to customers
 Prepaid expenses and                                               on uncompleted contracts
  other current assets             6,633             5,502          and warranties                   6,055            4,876
                                ________          ________         Income taxes                      1,017              353
                                                                   Short-term obligations              138              445
 Total Current Assets            187,451           200,026         Current maturities of
                                                                    long-term debt                   6,745            7,518
OTHER ASSETS:                                                                                     ________         ________
 Restricted funds                                                  Total Current
  on deposit                          88                89          Liabilities                     81,632           77,832
 Goodwill                         61,512            69,335
 Intangible assets - net          39,245            40,357        LONG-TERM LIABILITIES:
 Other assets                     11,309            11,375         Liabilities to customers on
                                ________          ________          uncompleted contracts
                                                                    and warranties                   4,312            4,367
                                 112,154           121,156         Postretirement benefits          14,121           13,984
                                                                   Deferred expenses
PROPERTY, PLANT AND EQUIPMENT:                                      and other                       10,914           12,645
 Cost                            115,645           115,376                                        ________         ________
 Less accumulated
  depreciation                   (24,426)          (19,571)                                         29,347           30,996
                                ________          ________        LONG-TERM DEBT, less
                                                                   current maturities              219,245          214,009
                                  91,219            95,805
                                                                  COMMON SHAREHOLDERS' INVESTMENT:
                                                                   Common stock - par value
                                                                    $.01 per share, authorized
                                                                    1,700,000 shares, issued
                                                                    1,444,650 shares                    14               14
                                                                   Additional paid-in capital      144,451          144,451
                                                                   Treasury stock - 2,500
                                                                    shares, at cost                   (196)            (196)
                                                                   Notes receivable from
                                                                    shareholders                      (524)            (524)
                                                                   Accumulated deficit             (67,915)         (37,997)
                                                                   Accumulated other
                                                                    comprehensive income           (15,230)         (11,598)
                                                                                                  ________         ________

                                                                                                    60,600           94,150
                                ________          ________                                        ________         ________

                                $390,824          $416,987                                        $390,824         $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)

                                              Six Months Ended June 30,
                                                2000             1999

Net Cash Provided By (Used In)
Operating Activities                         $   (5,301)      $    9,822
                                             __________       __________
Cash Flows From Investing Activities
Decrease in restricted funds on deposit               1                3
Purchases of property, plant
  and equipment                                  (1,695)          (3,897)
Proceeds from sale of property, plant
  and equipment                                     883               94
Purchase of Bennett & Emmott (1986) Ltd.              -           (7,005)
                                             __________       __________

Net cash used in investing activities              (811)         (10,805)
                                             __________       __________
Cash Flows From Financing Activities
Net increase in long-term
  debt and other bank borrowings                  4,156            1,226
Purchase of treasury stock                            -             (156)
                                             __________       __________
Net cash provided by
  financing activities                            4,156            1,070
                                             __________       __________
Effect of exchange rate
  changes on cash                                  (397)            (434)
                                             __________       __________
Net decrease in cash
  and cash equivalents                           (2,353)            (347)
Cash and cash equivalents at
  beginning of period                             8,369            8,821
                                             __________       __________
Cash and cash equivalents at
  end of period                              $    6,016       $    8,474



Supplemental Disclosures of Cash Flow Information

                                                2000             1999
Cash paid during the period for:
  Interest                                   $   10,526       $    9,414
  Income taxes - net of refunds                       3              787


         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:

                                     June 30,       December 31,
                                       2000             1999
                                         (Dollars in Thousands)

   Raw materials and parts           $ 14,069         $ 13,470
   Costs relating to
     uncompleted contracts              1,727            1,000
   Customers' advances offset
     against costs incurred on
     uncompleted contracts               (320)               -
   Work in process                     20,370           16,193
   Finished products (primarily
     replacement parts)                80,578           94,469
                                     ________         ________

                                     $116,424         $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:

                      Quarters Ended June 30,     Six Months Ended June 30,
                        2000         1999            2000         1999
                              (Dollars in Thousands, Except
                                   Per Share Amounts)
Basic and Diluted

 Net loss            $  (11,849)  $     (756)     $  (23,345)  $   (2,852)


 Weighted average
  shares outstanding  1,442,150    1,442,405       1,442,150    1,442,423


 Net loss per share  $    (8.22)  $     (.52)     $   (16.19)  $    (1.98)


5. In 1999, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards No. 137, "Accounting for
   Derivative Instruments and Hedging Activities - Deferral of the Effective
   Date of FASB Statement No. 133" ("SFAS 133").  In June 2000, the FASB
   also issued Statement of Financial Accounting Standards No. 138,
   "Accounting for Certain Derivative Instruments and Certain Hedging
   Activities" ("SFAS 138"), which adds to the guidance related to
   accounting for derivative instruments and hedging activities.  SFAS 133
   as amended by SFAS 138 is effective for fiscal years beginning after
   June 15, 2000 and establishes accounting and reporting standards
   requiring that every derivative instrument (including certain derivative
   instruments embedded in other contracts) be recorded in the balance sheet
   as either an asset or liability measured at its fair value.  The new
   pronouncements also require that changes in the derivative's fair value
   be recognized currently in earnings unless specific hedge accounting
   criteria are met.  Special accounting for qualifying hedges allows a
   derivative's gains and losses to offset related results on the hedged
   item in the income statement, and requires that the Company must formally
   document, designate and assess the effectiveness of transactions that
   receive hedge accounting.  The Company may implement SFAS 133 as amended
   by SFAS 138 as of the beginning of any fiscal quarter, but cannot apply
   the pronouncements retroactively.  Based on the Company's current
   transactions involving derivative instruments and hedging, management
   believes adoption of SFAS 133 as amended by SFAS 138 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
   restructuring charges of $857,000 and $3,552,000 in the quarter and six
   months ended June 30, 2000, respectively.  Such amounts primarily relate
   to severance payments and related matters and are included in Engineering
   and Field Service, Selling, Administrative and Miscellaneous Expenses in
   the Consolidated Condensed Statement of Operations.

7. An affiliate of the Company, which is controlled by American Industrial
   Partners Capital Fund II, L.P., has acquired, as of August 14, 2000,
   $75,635,000 of the Company's $150,000,000 issue of 9.75% Senior Notes due
   2007 ("Senior Notes").  The amount acquired as of June 30, 2000 was
   $47,100,000.  An election was made by the affiliate effective April 1,
   2000 which will allow it to begin filing consolidated Federal tax returns
   with the Company.  As a result, certain Federal net operating loss
   carryforwards of the Company are expected to be utilized in fiscal 2000
   on a consolidated basis.  Prior to April 1, 2000, such operating loss
   carryforwards were evaluated as not being realizable and valuation
   allowances had been established.  In the second quarter, a portion of the
   net operating loss carryforwards and the corresponding valuation
   allowance were reversed.

8. The Company's payment obligations under its 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, the 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.


                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    Quarter Ended June 30, 2000
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                 $ 38,205     $  8,735       $ 34,691      $(14,150)     $ 67,481
  Other income                 1,662            2            114        (1,028)          750
                            ________     ________       ________      ________      ________

                              39,867        8,737         34,805       (15,178)       68,231
                            ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       36,756        8,997         29,790       (13,975)       61,568
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   7,994          368          3,960             -        12,322
  Interest expense             5,341          462            829        (1,028)        5,604
                            ________     ________       ________      ________      ________

                              50,091        9,827         34,579       (15,003)       79,494
                            ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net loss of
  consolidated subsidiaries  (10,224)      (1,090)           226          (175)      (11,263)
Income taxes                     116          273            197             -           586
                            ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net loss of
  consolidated subsidiaries  (10,340)      (1,363)            29          (175)      (11,849)

Equity in net loss of
  consolidated subsidiaries   (1,334)           -              -         1,334             -
                            ________     ________       ________      ________      ________

Net earnings (loss)         $(11,674)    $ (1,363)      $     29      $  1,159      $(11,849)
</TABLE>


                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                    Quarter Ended June 30, 1999
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                 $ 63,450     $ 10,055       $ 50,420      $(33,376)     $ 90,549
  Other income                 1,108            1            181        (1,053)          237
                            ________     ________       ________      ________      ________

                              64,558       10,056         50,601       (34,429)       90,786
                            ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       53,226        8,610         44,789       (33,062)       73,563
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                   8,304          616          3,884             -        12,804
  Interest expense             4,584          450            746        (1,053)        4,727
                            ________     ________       ________      ________      ________

                              66,114        9,676         49,419       (34,115)       91,094
                            ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (1,556)         380          1,182          (314)         (308)
Income taxes                     (37)         152            333             -           448
                            ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries   (1,519)         228            849          (314)         (756)

Equity in net earnings of
  consolidated subsidiaries    1,077            -              -        (1,077)            -
                            ________     ________       ________      ________      ________

Net earnings (loss)         $   (442)    $    228       $    849      $ (1,391)     $   (756)
</TABLE>


                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                   Six Months Ended June 30, 2000
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                 $ 73,485     $ 18,237       $ 70,839      $(29,088)     $133,473
  Other income                 3,473            3            202        (2,814)          864
                            ________     ________       ________      ________      ________

                              76,958       18,240         71,041       (31,902)      134,337
                            ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       68,498       18,313         60,658       (27,918)      119,551
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                  18,138          774          7,515             -        26,427
  Interest expense            10,467          891          2,409        (2,814)       10,953
                            ________     ________       ________      ________      ________

                              97,103       19,978         70,582       (30,732)      156,931
                            ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net loss of
  consolidated subsidiaries  (20,145)      (1,738)           459        (1,170)      (22,594)
Income taxes                     571           13            167             -           751
                            ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net loss of
  consolidated subsidiaries  (20,716)      (1,751)           292        (1,170)      (23,345)

Equity in net loss of
  consolidated subsidiaries   (1,459)           -              -         1,459             -
                            ________     ________       ________      ________      ________

Net earnings (loss)         $(22,175)    $ (1,751)      $    292      $    289      $(23,345)
</TABLE>


                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Operations
                                   Six Months Ended June 30, 1999
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Revenues:
  Net sales                 $114,745     $ 19,465       $ 83,188      $(52,239)     $165,159
  Other income                 2,454            1            320        (2,003)          772
                            ________     ________       ________      ________      ________

                             117,199       19,466         83,508       (54,242)      165,931
                            ________     ________       ________      ________      ________

Costs and Expenses:
  Cost of products sold       96,093       17,408         72,146       (51,725)      133,922
  Engineering and field
    service, selling,
    administrative
    and miscellaneous
    expenses                  16,021        1,147          7,080             -        24,248
  Interest expense             9,287          828          1,372        (2,003)        9,484
                            ________     ________       ________      ________      ________

                             121,401       19,383         80,598       (53,728)      167,654
                            ________     ________       ________      ________      ________

Earnings (loss) before
  income taxes and
  equity in net earnings of
  consolidated subsidiaries   (4,202)          83          2,910          (514)       (1,723)
Income taxes                     281           33            815             -         1,129
                            ________     ________       ________      ________      ________

Earnings (loss) before
  equity in net earnings of
  consolidated subsidiaries   (4,483)          50          2,095          (514)       (2,852)

Equity in net earnings of
  consolidated subsidiaries    2,145            -              -        (2,145)            -
                            ________     ________       ________      ________      ________

Net earnings (loss)         $ (2,338)    $     50       $  2,095      $ (2,659)     $ (2,852)
</TABLE>


<PAGE>
                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                           June 30, 2000
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>

                                Parent     Guarantor        Other                    Consolidated
                               Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                            <C>          <C>            <C>           <C>           <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents    $      -     $     50       $  5,966      $       -     $  6,016
  Receivables                    33,162        5,526         19,690              -       58,378
  Intercompany receivables       71,950        1,529         19,326        (92,805)           -
  Inventories                    67,964        3,180         46,955         (1,675)     116,424
  Prepaid expenses and
    other current assets            653          347          5,633              -        6,633
                               ________     ________       ________      _________     ________

  Total Current Assets          173,729       10,632         97,570        (94,480)     187,451

OTHER ASSETS:
  Restricted funds on deposit         -            -             88              -           88
  Goodwill                       61,512            -              -              -       61,512
  Intangible assets - net        39,245            -              -              -       39,245
  Other assets                    9,118            -          2,191              -       11,309
  Investment in subsidiaries     15,258            -              -        (15,258)           -
                               ________     ________       ________      _________     ________

                                125,133            -          2,279        (15,258)     112,154

PROPERTY, PLANT AND
 EQUIPMENT - net                 68,214        8,613         14,392              -       91,219
                               ________     ________       ________      _________     ________

                               $367,076     $ 19,245       $114,241      $(109,738)    $390,824


LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable and
    accrued expenses           $ 47,695     $  2,385       $ 17,699      $    (102)    $ 67,677
  Intercompany payables           1,965       20,912         62,892        (85,769)           -
  Liabilities to customers
    on uncompleted contracts
    and warranties                3,969            -          2,086              -        6,055
  Income taxes                      385           41            591              -        1,017
  Short-term obligations             47            -             91              -          138
  Current maturities of
    long-term debt                  396            -          6,349              -        6,745
                               ________     ________       ________      _________     ________

  Total Current Liabilities      54,457       23,338         89,708        (85,871)      81,632

LONG-TERM LIABILITIES:
  Liabilities to customers
    on uncompleted contracts
    and warranties                4,277            -             35              -        4,312
  Postretirement benefits        13,640            -            481              -       14,121
  Deferred expenses and other     9,671          338            905              -       10,914
                               ________     ________       ________      _________     ________

                                 27,588          338          1,421              -       29,347

LONG-TERM DEBT, less
  current maturities            215,822            -          3,423              -      219,245

COMMON SHAREHOLDERS'
  INVESTMENT                     69,209       (4,431)        19,689        (23,867)      60,600
                               ________     ________       ________      _________     ________

                               $367,076     $ 19,245       $114,241      $(109,738)    $390,824
</TABLE>


                            Bucyrus International, Inc. and Subsidiaries
                               Consolidating Condensed Balance Sheets
                                         December 31, 1999
                                       (Dollars in Thousands)
<TABLE>
<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>


                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                   Six Months Ended June 30, 2000
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Net Cash Provided By (Used
In) Operating Activities    $ (4,940)    $     52       $   (413)     $      -      $ (5,301)
                            ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                 -            -              1             -             1
Purchases of property,
  plant and equipment           (656)         (62)          (977)            -        (1,695)
Proceeds from sale of
  property, plant and
  equipment                        -           37            846             -           883
                            ________     ________       ________      ________      ________
Net cash used in
  investing activities          (656)         (25)          (130)            -          (811)
                            ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings              5,596            -         (1,440)            -         4,156
Purchase of treasury stock         -            -              -             -             -
                            ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities     5,596            -         (1,440)            -         4,156
                            ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                  -            -           (397)            -          (397)
                            ________     ________       ________      ________      ________
Net increase (decrease)
  in cash and cash
  equivalents                      -           27         (2,380)            -        (2,353)
Cash and cash equivalents
  at beginning of period           -           23          8,346             -         8,369
                            ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period          $      -     $     50       $  5,966      $      -      $  6,016
</TABLE>


                            Bucyrus International, Inc. and Subsidiaries
                          Consolidating Condensed Statements of Cash Flows
                                   Six Months Ended June 30, 1999
                                       (Dollars in Thousands)
<TABLE>
<CAPTION>
                             Parent     Guarantor        Other                    Consolidated
                            Company    Subsidiaries   Subsidiaries  Eliminations     Total
<S>                         <C>          <C>            <C>           <C>           <C>
Net Cash Provided By
Operating Activities        $  8,316     $    276       $  1,230      $      -      $  9,822
                            ________     ________       ________      ________      ________

Cash Flows From Investing
Activities
Decrease in restricted
  funds on deposit                 -            -              3             -             3
Purchases of property,
  plant and equipment         (2,913)        (321)          (663)            -        (3,897)
Proceeds from sale of
  property, plant and
  equipment                        -           12             82             -            94
Purchase of Bennett &
  Emmott (1986) Ltd.               -            -         (7,005)            -        (7,005)
                            ________     ________       ________      ________      ________
Net cash used in
  investing activities        (2,913)        (309)        (7,583)            -       (10,805)
                            ________     ________       ________      ________      ________

Cash Flows From Financing
Activities
Net increase in long-term
  debt and other
  bank borrowings             (5,247)           -          6,473             -         1,226
Purchase of treasury stock      (156)           -              -             -          (156)
                            ________     ________       ________      ________      ________
Net cash provided by (used
  in) financing activities    (5,403)           -          6,473             -         1,070
                            ________     ________       ________      ________      ________
Effect of exchange rate
  changes on cash                  -            -           (434)            -          (434)
                            ________     ________       ________      ________      ________
Net decrease in cash and
  cash equivalents                 -          (33)          (314)            -          (347)
Cash and cash equivalents
  at beginning of period           -           60          8,761             -         8,821
                            ________     ________       ________      ________      ________
Cash and cash equivalents
  at end of period          $      -     $     27       $  8,447      $      -      $  8,474
</TABLE>


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

   The following information is provided to assist in the understanding of
the Company's operations for the quarters and six months ended June 30, 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 June 30, 2000 and December 31, 1999 were
as follows:
                          June 30,   December 31,
                            2000         1999
                            (Dollars in Thousands)

   Working capital        $105,819     $122,194
   Current ratio          2.3 to 1     2.6 to 1

   The decrease in working capital and current ratio was primarily due to a
decrease in inventories.  The Company continues to have the equivalent of two
completed shovels in inventory due to a decrease in new machine orders.

   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:

                  Quarters Ended June 30,  Six Months Ended June 30,
                    2000        1999         2000          1999
                                  (Dollars in Thousands)
Loss before
 income taxes     $(11,263)   $   (308)    $(22,594)     $ (1,723)
Non-cash expenses:
 Depreciation        2,829       2,716        5,728         5,460
 Amortization        1,511       1,408        2,938         2,813
 (Gain) loss
  on sale of
  fixed assets          61          43           11            28
Interest expense     5,604       4,727       10,953         9,484
                  ________    ________     ________      ________

Adjusted
 EBITDA (1)       $ (1,258)   $  8,586     $ (2,964)     $ 16,062

(1) Adjusted EBITDA for the quarter and six months ended June 30, 2000
    includes a restructuring charge of $857,000 and $3,552,000, respectively,
    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 June 30, 2000 were $65,300,000 at a weighted
average interest rate of 9.9%.  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 June 30, 2000, there were $14,481,000 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 June 30, 2000 was $3,191,000, which is
net of $5,850,000 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 (the
"Senior Notes Indenture").  Interest thereon is payable each March 15 and
September 15.  An affiliate of the Company, which is controlled by American
Industrial Partners Capital Fund II, L.P., has acquired, as of August 14,
2000, $75,635,000 of the Company's $150,000,000 issue of 9.75% Senior Notes
due 2007 ("Senior Notes").

   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, which bears
interest at the bank's prime lending rate plus 1.50%, has been extended and
now expires on July 1, 2001.  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 June 30, 2000, Bucyrus
Canada Limited was in compliance with these covenants.

   Operating Losses

   The Company is highly leveraged and recent developments (particularly low
sales volumes) have had an adverse effect on the Company's liquidity.  While
the Company believes that current levels of cash and liquidity, together with
funds generated by operations and funds available from the Revolving Credit
Facility, will be sufficient to permit the Company to satisfy its debt service
requirements and fund operating activities for the foreseeable future, it
continues to closely monitor its operations and has initiated discussions to
extend its credit agreement and has begun other initiatives.

   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.  At this time, the Company continues to project that
future cash flows will be sufficient to recover the carrying value of its
long-lived assets.

   Capital Resources

   At June 30, 2000, the Company had approximately $1,563,000 of open
capital appropriations.  The Company's capital expenditures for the six months
ended June 30, 2000 were $1,695,000 compared with $3,897,000 for the six
months ended June 30, 1999.  In the near term, the Company currently
anticipates spending closer to the 2000 level.

Capitalization

   The long-term debt to equity ratio at June 30, 2000 and December 31, 1999
was 3.6 to 1 and 2.3 to 1, respectively.  The long-term debt to total
capitalization ratio at June 30, 2000 and December 31, 1999 was .8 to 1 and
 .7 to 1, respectively.  Total capitalization is defined as total common
shareholders' investment plus long-term debt plus current maturities of long-
term debt and short-term obligations.

Results Of Operations

   Net Sales

   Net sales for the quarter and six months ended June 30, 2000 were
$67,481,000 and $133,473,000, respectively, compared with $90,549,000 and
$165,159,000 for the quarter and six months ended June 30, 1999, respectively.
Net sales of repair parts and services for the quarter and six months ended
June 30, 2000 were $52,786,000 and $104,522,000, respectively, which is a
decrease of $1,826,000 or 3.3% and $1,480,000 or 1.4% from the quarter and six
months ended June 30, 1999, respectively.  Net machine sales for the quarter
and six months ended June 30, 2000 were $14,695,000 and $28,951,000,
respectively, which is a decrease of 59.1% and 51.1% from the quarter and six
months ended June 30, 1999, respectively.  Machine sales continue to be
affected by low mineral prices.

   Cost of Products Sold

   Cost of products sold for the quarter ended June 30, 2000 was $61,568,000
or 91.2% of net sales compared with $73,563,000 or 81.2% of net sales for the
quarter ended June 30, 1999.  For the six months ended June 30, 2000, cost of
products sold was $119,551,000 or 89.6% of net sales compared with
$133,922,000 or 81.1% of net sales for the six months ended June 30, 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 machine bookings in 1999 and 2000, the mix of
the aftermarket items shipped and lower machine margins.  Included in cost of
products sold for the six months ended June 30, 2000 was approximately
$1,300,000 of costs associated with the closing of its manufacturing facility
in Boonville, Indiana which was effective June 30, 2000.  Also included in
cost of products sold for the six months ended June 30, 2000 and 1999 was
$2,504,000 and $2,326,000, 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.

   Engineering and Field Service, Selling, Administrative and Miscellaneous
   Expenses

   Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended June 30, 2000 were $12,322,000 or 18.3% of net
sales compared with $12,804,000 or 14.1% of net sales for the quarter ended
June 30, 1999.  The amounts for the six months ended June 30, 2000 and 1999
were $26,427,000 or 19.8% of net sales and $24,248,000 or 14.7% of net sales,
respectively.  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, restructuring charges of
$857,000 and $3,552,000 were included in the amounts for the quarter and six
months ended June 30, 2000, respectively.  These charges primarily related to
severance payments and related matters.  Included in the amounts for the
quarter and six months ended June 30, 1999 was $508,000 of severance expense.

   Interest Expense

   Interest expense for the quarter and six months ended June 30, 2000 was
$5,604,000 and $10,953,000, respectively, compared with $4,727,000 and
$9,484,000 for the quarter and six months ended June 30, 1999, respectively.
Included in interest expense for the quarters and six months ended June 30,
2000 and 1999 was $3,657,000 and $7,313,000, respectively, related to the
Senior Notes.  Also included in interest expense for the quarter and six
months ended June 30, 2000 was $193,000 and $383,000, respectively, related to
debt incurred for the acquisition and operation of Bennett & Emmott.  This
compares with $81,000 for the quarter and six months ended June 30, 1999.  The
remainder of the increase in interest expense was due to increased borrowings
under the Revolving Credit Facility.

   Income Taxes

   Income tax expense 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 quarter and six months ended June 30, 2000 was
$11,849,000 and $23,345,000, respectively, compared with a net loss of
$756,000 and $2,852,000 for the quarter and six months ended June 30, 1999,
respectively.  Non-cash depreciation and amortization charges for the quarter
and six months ended June 30, 2000 were $4,340,000 and $8,666,000,
respectively, compared with $4,124,000 and $8,273,000 for the quarter and six
months ended June 30, 1999, respectively.

   Backlog and New Orders

   The Company's consolidated backlog on June 30, 2000 was $177,155,000
compared with $187,278,000 at December 31, 1999 and $207,400,000 at June 30,
1999.  Machine backlog at June 30, 2000 was $26,986,000, which is a decrease
of 34.2% from December 31, 1999 and a decrease of 67.2% from June 30, 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 June 30, 1999 was
$2,376,000 and $10,017,000, respectively, related to this machine.  Repair
parts and service backlog at June 30, 2000 was $150,169,000 compared with
$146,281,000 at December 31, 1999 and $125,120,000 at June 30, 1999.

   New orders for the quarter and six months ended June 30, 2000 were
$69,942,000 and $123,350,000, respectively, compared with $56,369,000 and
$110,101,000 for the quarter and six months ended June 30, 1999, respectively.
New machine orders for the quarter and six months ended June 30, 2000 were
$11,967,000 and $14,940,000, respectively, which is a decrease of 36.5% and
46.1% from the quarter and six months ended June 30, 1999, respectively.  New
machine orders continue to be affected by the low worldwide price of copper
and coal and the lower demand for other minerals.  New repair parts and
service orders for the quarter and six months ended June 30, 2000 were
$57,975,000 and $108,410,000, respectively, which is an increase of 54.5% and
31.6% from the quarter and six months ended June 30, 1999, respectively.  The
increase for the six months ended June 30, 2000 is primarily due to an
increase in orders from Canadian customers, which is partially due to the
acquisition of Bennett & Emmott, and increased service orders in the United
States.

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 June 30, 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 June 30,
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 second 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    August 14, 2000          /s/Craig R. Mackus
                                 Secretary and Controller
                                 Principal Accounting Officer


Date    August 14, 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 JUNE 30, 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          Exhibit 3.3
        to Certificate of                 to Registrant's
        Formation of Bucyrus              Quarterly Report
        Holdings, LLC, effective          on Form 10-Q
        March 25, 1999.                   filed with the
                                          Commission on
                                          May 15, 2000.

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

 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.

10.7    Letter Agreement                                             X
        between Registrant and
        Timothy W. Sullivan
        dated August 8, 2000.

27.1    Financial Data Schedule                                      X
        (Edgar filing only.)