Registration No. 333-
______________________________________________________________________________

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

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                            __________________

                        BUCYRUS INTERNATIONAL, INC.
          (Exact name of registrant as specified in its charter)

        Delaware                      1-871             39-0188050
(State or other jurisdiction       (Commission        (I.R.S. Employer 
of incorporation or organization)  File Number)      Identification No.)

                               P.O. Box 500
                           1100 Milwaukee Avenue
                     South Milwaukee, Wisconsin  53172
                 (Address of principal executive offices)


      Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
                         (Full title of the plan)


                         _________________________
                        Bucyrus International, Inc.
                               P.O. Box 500
                           1100 Milwaukee Avenue
                     South Milwaukee, Wisconsin  53172
                              (414) 768-4000
                       (Name, address and telephone
                          number, including area
                        code, of agent for service)

                        __________________________

                      CALCULATION OF REGISTRATION FEE
<TABLE>
________________________________________________________________________________________
<CAPTION>
    Title of         Amount     Proposed Maximum    Proposed Maximum   
Securities to be     to be       Offering Price    Aggregate Offering      Amount of   
   Registered      Registered      Per Share             Price          Registration Fee
<S>               <C>           <C>                <C>                  <C>
________________________________________________________________________________________

Common Stock,     60,000 shares     $ 8.1875           $ 491,250           $ 164.00
$.01 par value
________________________________________________________________________________________
<FN>
    
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
    solely for the purpose of calculating the registration fee based on the
    average of the high and low prices for Bucyrus International, Inc.
    Common Stock as reported on the NASDAQ National Market System on
    November 21, 1996.
</TABLE>

<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document or documents containing the information specified in
Part 1 are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been previously filed by Bucyrus
International, Inc. (formerly known as Bucyrus-Erie Company) (the "Company")
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:

         1.   The Company's Annual Report on Form 10-K for the
    fiscal year ended December 31, 1995.

         2.   All other reports filed by the Company with the
    Commission pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act"), since
    December 31, 1995.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to such time as the Company files a post-
effective amendment to the Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         The authorized share of capital of the Company consists of
20,000,000 shares of Common Stock, $.01 par value (the "Common Stock").  As of
November 1, 1996, 10,234,574 shares of Common Stock were issued and
outstanding, all of which are fully paid and nonassessable.

Common Stock

         Holders of Common Stock are entitled to one vote per share on all
matters which, pursuant to the Delaware General Corporation Law (the "DGCL"),
require the approval of the Company's stockholders, provided, however, that
pursuant to the Second Amended Joint Plan of Reorganization of B-E Holdings,
Inc. and Bucyrus-Erie Company, as modified December 1, 1994 (the "Plan"), each
stockholder is deemed to have voted in favor of the election of each Original
Director (as that term is defined in Section 5.04 of the Plan) at each annual
meeting of stockholders until the 1997 Annual Meeting.  In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to participate ratably in all distributions to the holders of
Common Stock after payment of liabilities.  Holders of Common Stock are not
entitled to any preemptive rights.  Holders of Common Stock are entitled to
receive cash dividend ratably on a per share basis if and when such dividends
are declared by the Board of Directors from funds legally available therefor.

Section 203 of the Delaware Law

         Generally, Section 203 of the DGCL prohibits certain Delaware
corporations from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the
date of the business combination, the transaction is approved by the Board of
Directors of the combination, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (iii) on or
after the consummation date the business combination is approved by the Board
and by the affirmative vote of at least 66 % of the outstanding voting stock
which is not owned by the interested stockholder.  "Business combinations"
include mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock.  A Delaware corporation may
"opt out" from the application of Section 203 of the DGCL through a provision
in its certificate of incorporation or by-laws.  The Company has not "opted
out" from the application of Section 203.

Certain Charter and By-law Provisions

         The By-laws of the Company provide that the Board of Directors of
the Company shall consist of nine directors until the 1997 Annual Meeting and
thereafter shall consist of a number fixed by the Board of Directors but shall
not be more than 15 nor less than three directors.  Any vacancies on the Board
may be filled for the unexpired portion of the term only by a majority vote of
the remaining directors, provided, however, that until the 1997 Annual
Meeting, the constituency which nominated an Original Director with respect to
whom a vacancy has occurred shall nominate the successor to such Original
Director.  A director may be removed from office, but only for cause.  The
Company's Restated Certificate of Incorporation and By-laws generally prohibit
stockholders of the Company from taking action by written consent without a
meeting of stockholders.  The By-laws provide that meetings of stockholders of
the Corporation may be called only by the Chairman of the Board, the Board of
Directors pursuant to a written request signed by not less than three
directors and delivered to the Secretary, or by the President or Secretary
upon the written request, of stockholders of record who together own a
majority of the Common Stock.  The By-laws further provide that nominations
for the election of directors and advance notice of other action to be taken
at meetings of stockholders of the Company must be given in the manner
provided in the Company's By-laws, and the By-laws contain detailed notice
requirements relating to nominations and other action.

         The foregoing provisions and the prohibitions set forth in Section
203 of the DGCL could have the effective of delaying, deferring or preventing
a change in control or the removal of existing management of the Company.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the Restated By-Laws of the Company (the "Restated By-
Laws"), a director or officer shall be indemnified against liability to the
fullest extent provided by the Delaware General Corporation Law ("DGCL").  The
DGCL provides that a director or officer shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred to the extent
such director or officer has been successful on the merits or otherwise in any
action brought against such director or officer because of his or her status
as such.  With respect to a third-party action, the Company shall indemnify a
director or officer against liability if such director or officer (a) acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and (b) with respect to any
criminal action, had no reasonable cause to believe his or her conduct was
unlawful.  With respect to claims brought against a director or officer by or
in the right of the Company, such director or officer shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her except that no indemnification shall be made in respect to any
claim as to which such director or officer was adjudged to be liable to the
Company unless and only to the extent that the Delaware Chancery Court
determines otherwise.

         The Company has purchased insurance as permitted by the DGCL and
the Restated By-Laws on behalf of directors and officers which may cover
liabilities under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits have been filed (except where otherwise
indicated) as part of this registration statement:

Exhibit No.                  Exhibit

  (4)    Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
         (incorporated by reference to Exhibit 10.32 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1995
         (Commission File No. 1-871)).

  (5)    Opinion of Foley & Lardner

 (23.1)  Consent of Arthur Andersen LLP

 (23.2)  Consent of Foley & Lardner (included in Exhibit 5 hereto)

Item 9.  Undertakings.

         (a)  The Undersigned registrant hereby undertakes:

         1.   To file, during any period in which offers or sales
    are being made, a post-effective amendment to this Registration
    Statement:

              (i)  To include any prospectus required by
         Section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or
         events arising after the effective date of the
         Registration Statement (or the most recent post-
         effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement;

              (iii)     To include any material information with
         respect to the plan of distribution not previously
         disclosed in the Registration Statement or any
         material change to such information in the
         Registration Statement; provided, however, that
         paragraphs (1)(i) and (1)(ii) do not apply if the
         Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-
         effective amendment by those paragraphs is contained
         in periodic reports filed by the Registrant pursuant
         to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by
         reference in the registration statement.

         (b)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be
    deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.

         (c)  To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at
    the termination of the offering.

         1.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         2.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

<PAGE>
                                SIGNATURES

         Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of South Milwaukee, State of Wisconsin,
on November 21, 1996.

                                  BUCYRUS INTERNATIONAL, INC.


                                  By: /s/W. R. Hildebrand
                                       Willard R. Hildebrand
                                       President and Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.  Each person whose signature appears below constitutes
and appoints Craig R. Mackus and John F. Bosbous his true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, for him
and his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection herewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.

    Name                      Title                              Date


/s/W. R. Hildebrand        President, Chief Executive       November 21, 1996
Willard R. Hildebrand      Officer and Director
                           (Principal Executive Officer)

/s/Craig R. Mackus         Secretary and Controller         November 22, 1996
Craig R. Mackus            (Principal Accounting Officer)


/s/C. Scott Bartlett Jr.   Director                         November 21, 1996
C. Scott Bartlett, Jr.


/s/C. Macaluso             Director                         November 21, 1996
Charles S. Macaluso


/s/Frank W. Miller         Director                         November 21, 1996
Frank W. Miller

<PAGE>
    Name                      Title                              Date


/s/George A. Poole         Director                         November 22, 1996
George A. Poole, Jr.


/s/Joseph J. Radecki, Jr.  Director                         November 21, 1996
Joseph J. Radecki, Jr.


/s/F. J. Stark             Director                         November 21, 1996
F. John Stark III


/s/Russell Swansen         Director                         November 22, 1996
Russell W. Swansen


/s/Samuel Victor           Director                         November 22, 1996
Samuel M. Victor

<PAGE>
                               EXHIBIT INDEX

                        BUCYRUS INTERNATIONAL, INC.
                 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


Exhibit No.                   Exhibit

    (4)     Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
            (incorporated by reference to Exhibit 10.32 to the Company's
            Annual Report on Form 10-K for the year ended December 31, 1995
            (Commission File No. 1-871)).

    (5)     Opinion of Foley & Lardner

  (23.1)    Consent of Arthur Andersen LLP

  (23.2)    Consent of Foley & Lardner (included in Exhibit 5 hereto)



















                                   EI-1
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{"company-data": {"conformed-name": "BUCYRUS INTERNATIONAL INC", "cik": "0000740761", "assigned-sic": "3532", "irs-number": "390188050", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16715", "film-number": "96671781"}, "business-address": {"street1": "P O BOX 500", "street2": "1100 MILWAUKEE AVENUE", "city": "SOUTH MILWAUKEE", "state": "WI", "zip": "53172-0500", "phone": "4147684000"}, "mail-address": {"street1": "P O BOX 500", "street2": "1100 MILWAUKEE AVENUE", "city": "SOUTH MILWAUKEE", "state": "WI", "zip": "53172-0500"}, "former-company": [{"former-conformed-name": "BUCYRUS ERIE CO /DE", "date-changed": "19920703"}, {"former-conformed-name": "BECOR WESTERN INC/DE", "date-changed": "19860901"}]}
Registration No. 333-
______________________________________________________________________________

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

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                            __________________

                        BUCYRUS INTERNATIONAL, INC.
          (Exact name of registrant as specified in its charter)

        Delaware                      1-871             39-0188050
(State or other jurisdiction       (Commission        (I.R.S. Employer 
of incorporation or organization)  File Number)      Identification No.)

                               P.O. Box 500
                           1100 Milwaukee Avenue
                     South Milwaukee, Wisconsin  53172
                 (Address of principal executive offices)

      Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
                         (Full title of the plan)

                         _________________________
                        Bucyrus International, Inc.
                               P.O. Box 500
                           1100 Milwaukee Avenue
                     South Milwaukee, Wisconsin  53172
                              (414) 768-4000
                       (Name, address and telephone
                          number, including area
                        code, of agent for service)

                        __________________________

                      CALCULATION OF REGISTRATION FEE

________________________________________________________________________________________
Title of         Amount     Proposed Maximum    Proposed Maximum   
Securities to be     to be       Offering Price    Aggregate Offering      Amount of   
   Registered      Registered      Per Share             Price          Registration Fee
________________________________________________________________________________________

Common Stock,     60,000 shares     $ 8.1875           $ 491,250           $ 164.00
$.01 par value
________________________________________________________________________________________
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
    solely for the purpose of calculating the registration fee based on the
    average of the high and low prices for Bucyrus International, Inc.
    Common Stock as reported on the NASDAQ National Market System on
    November 21, 1996.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information specified in
Part 1 are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents have been previously filed by Bucyrus
International, Inc. (formerly known as Bucyrus-Erie Company) (the "Company")
with the Securities and Exchange Commission (the "Commission") and are
incorporated herein by reference:

         1.   The Company's Annual Report on Form 10-K for the
    fiscal year ended December 31, 1995.

         2.   All other reports filed by the Company with the
    Commission pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act"), since
    December 31, 1995.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to such time as the Company files a post-
effective amendment to the Registration Statement indicating that all
securities offered hereby have been sold, or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         The authorized share of capital of the Company consists of
20,000,000 shares of Common Stock, $.01 par value (the "Common Stock").  As of
November 1, 1996, 10,234,574 shares of Common Stock were issued and
outstanding, all of which are fully paid and nonassessable.

Common Stock

         Holders of Common Stock are entitled to one vote per share on all
matters which, pursuant to the Delaware General Corporation Law (the "DGCL"),
require the approval of the Company's stockholders, provided, however, that
pursuant to the Second Amended Joint Plan of Reorganization of B-E Holdings,
Inc. and Bucyrus-Erie Company, as modified December 1, 1994 (the "Plan"), each
stockholder is deemed to have voted in favor of the election of each Original
Director (as that term is defined in Section 5.04 of the Plan) at each annual
meeting of stockholders until the 1997 Annual Meeting.  In the event of a
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to participate ratably in all distributions to the holders of
Common Stock after payment of liabilities.  Holders of Common Stock are not
entitled to any preemptive rights.  Holders of Common Stock are entitled to
receive cash dividend ratably on a per share basis if and when such dividends
are declared by the Board of Directors from funds legally available therefor.

Section 203 of the Delaware Law

         Generally, Section 203 of the DGCL prohibits certain Delaware
corporations from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the
date of the business combination, the transaction is approved by the Board of
Directors of the combination, (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (iii) on or
after the consummation date the business combination is approved by the Board
and by the affirmative vote of at least 66 % of the outstanding voting stock
which is not owned by the interested stockholder.  "Business combinations"
include mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock.  A Delaware corporation may
"opt out" from the application of Section 203 of the DGCL through a provision
in its certificate of incorporation or by-laws.  The Company has not "opted
out" from the application of Section 203.

Certain Charter and By-law Provisions

         The By-laws of the Company provide that the Board of Directors of
the Company shall consist of nine directors until the 1997 Annual Meeting and
thereafter shall consist of a number fixed by the Board of Directors but shall
not be more than 15 nor less than three directors.  Any vacancies on the Board
may be filled for the unexpired portion of the term only by a majority vote of
the remaining directors, provided, however, that until the 1997 Annual
Meeting, the constituency which nominated an Original Director with respect to
whom a vacancy has occurred shall nominate the successor to such Original
Director.  A director may be removed from office, but only for cause.  The
Company's Restated Certificate of Incorporation and By-laws generally prohibit
stockholders of the Company from taking action by written consent without a
meeting of stockholders.  The By-laws provide that meetings of stockholders of
the Corporation may be called only by the Chairman of the Board, the Board of
Directors pursuant to a written request signed by not less than three
directors and delivered to the Secretary, or by the President or Secretary
upon the written request, of stockholders of record who together own a
majority of the Common Stock.  The By-laws further provide that nominations
for the election of directors and advance notice of other action to be taken
at meetings of stockholders of the Company must be given in the manner
provided in the Company's By-laws, and the By-laws contain detailed notice
requirements relating to nominations and other action.

         The foregoing provisions and the prohibitions set forth in Section
203 of the DGCL could have the effective of delaying, deferring or preventing
a change in control or the removal of existing management of the Company.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the Restated By-Laws of the Company (the "Restated By-
Laws"), a director or officer shall be indemnified against liability to the
fullest extent provided by the Delaware General Corporation Law ("DGCL").  The
DGCL provides that a director or officer shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred to the extent
such director or officer has been successful on the merits or otherwise in any
action brought against such director or officer because of his or her status
as such.  With respect to a third-party action, the Company shall indemnify a
director or officer against liability if such director or officer (a) acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and (b) with respect to any
criminal action, had no reasonable cause to believe his or her conduct was
unlawful.  With respect to claims brought against a director or officer by or
in the right of the Company, such director or officer shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her except that no indemnification shall be made in respect to any
claim as to which such director or officer was adjudged to be liable to the
Company unless and only to the extent that the Delaware Chancery Court
determines otherwise.

         The Company has purchased insurance as permitted by the DGCL and
the Restated By-Laws on behalf of directors and officers which may cover
liabilities under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits have been filed (except where otherwise
indicated) as part of this registration statement:

Exhibit No.                  Exhibit

  (4)    Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
         (incorporated by reference to Exhibit 10.32 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1995
         (Commission File No. 1-871)).

  (5)    Opinion of Foley & Lardner

 (23.1)  Consent of Arthur Andersen LLP

 (23.2)  Consent of Foley & Lardner (included in Exhibit 5 hereto)

Item 9.  Undertakings.

         (a)  The Undersigned registrant hereby undertakes:

         1.   To file, during any period in which offers or sales
    are being made, a post-effective amendment to this Registration
    Statement:

              (i)  To include any prospectus required by
         Section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or
         events arising after the effective date of the
         Registration Statement (or the most recent post-
         effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement;

              (iii)     To include any material information with
         respect to the plan of distribution not previously
         disclosed in the Registration Statement or any
         material change to such information in the
         Registration Statement; provided, however, that
         paragraphs (1)(i) and (1)(ii) do not apply if the
         Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-
         effective amendment by those paragraphs is contained
         in periodic reports filed by the Registrant pursuant
         to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by
         reference in the registration statement.

         (b)  That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be
    deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.

         (c)  To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at
    the termination of the offering.

         1.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         2.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of South Milwaukee, State of Wisconsin,
on November 21, 1996.

                                  BUCYRUS INTERNATIONAL, INC.

                                  By: /s/W. R. Hildebrand
                                       Willard R. Hildebrand
                                       President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated.  Each person whose signature appears below constitutes
and appoints Craig R. Mackus and John F. Bosbous his true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, for him
and his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection herewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.

    Name                      Title                              Date

/s/W. R. Hildebrand        President, Chief Executive       November 21, 1996
Willard R. Hildebrand      Officer and Director
                           (Principal Executive Officer)

/s/Craig R. Mackus         Secretary and Controller         November 22, 1996
Craig R. Mackus            (Principal Accounting Officer)

/s/C. Scott Bartlett Jr.   Director                         November 21, 1996
C. Scott Bartlett, Jr.

/s/C. Macaluso             Director                         November 21, 1996
Charles S. Macaluso

/s/Frank W. Miller         Director                         November 21, 1996
Frank W. Miller
Name                      Title                              Date

/s/George A. Poole         Director                         November 22, 1996
George A. Poole, Jr.

/s/Joseph J. Radecki, Jr.  Director                         November 21, 1996
Joseph J. Radecki, Jr.

/s/F. J. Stark             Director                         November 21, 1996
F. John Stark III

/s/Russell Swansen         Director                         November 22, 1996
Russell W. Swansen

/s/Samuel Victor           Director                         November 22, 1996
Samuel M. Victor
EXHIBIT INDEX

                        BUCYRUS INTERNATIONAL, INC.
                 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

Exhibit No.                   Exhibit

    (4)     Bucyrus-Erie Company Non-Employee Directors' Stock Option Plan
            (incorporated by reference to Exhibit 10.32 to the Company's
            Annual Report on Form 10-K for the year ended December 31, 1995
            (Commission File No. 1-871)).

    (5)     Opinion of Foley & Lardner

  (23.1)    Consent of Arthur Andersen LLP

  (23.2)    Consent of Foley & Lardner (included in Exhibit 5 hereto)

                                   EI-1