SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* AIP BI LLC (Last) (First) (Middle) C/O AMERICAN INDUSTRIAL PARTNERS ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2004	3. Issuer Name and Ticker or Trading Symbol BUCYRUS INTERNATIONAL INC [ [BUCY] ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/30/2004
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $.01 per share(3)	32,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $.01 per share(1)(2)(3)	07/28/2004	(2)	Class A Common Stock, par value $.01 per share	11,442,400	$0(2)	D

1. Name and Address of Reporting Person* AIP BI LLC (Last) (First) (Middle) C/O AMERICAN INDUSTRIAL PARTNERS ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* American Industrial Partners CORP (Last) (First) (Middle) C/O AMERICAN INDUSTRIAL PARTNERS ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* American Industrial Partners LP II (Last) (First) (Middle) C/O AMERICAN INDUSTRIAL PARTNERS ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* American Industrial Partners Capital Fund II LP (Last) (First) (Middle) C/O AMERICAN INDUSTRIAL PARTNERS ONE MARITIME PLAZA, SUITE 2525 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Class B common stock and Class A common stock are owned of record by AIP/BI LLC of which American Industrial Partners Capital Fund II, L.P. ("AIPCF") is the managing member. American Industrial Partners II, L.P. ("AIP II") is the general partner of AIPCF and American Industrial Partners Corporation ("AIPC") is the general partner of AIP II. Each of AIPCF, AIP II and AIPC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

2. The 11,442,400 shares of Class B common stock are derivative securities, each share of which upon sale or transfer to a person or entity that is not a subsidiary or affiliate of AIP/BI LLC will convert automatically into a share of Class A common stock; in addition, a holder of Class B common stock may at any time, at its option, convert any or all of the shares of Class B common stock it holds into an equal number of shares of Class A common stock. There is no payment required at the time of conversion and there is no expiration date on the conversion feature.

3. This Amendment is filed to reflect (i) the previously reported 11,442,400 shares of Class B common stock held by AIP/BI LLC as of July 28, 2004 as derivative securities with the material terms set forth in footnote (2) (no change other than listing such shares under "Derivative Securities" above) and (ii) the 32,000 shares of Class A common stock held by AIP/BI LLC as of July 28, 2004

	See signatures included in Exhibit 99.1	11/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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