SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KRUEGER KENNETH W

(Last)

(First)

(Middle)

P. O. BOX 500

1100 MILWAUKEE AVENUE

(Street)

SOUTH MILWAUKEE

53172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BUCYRUS INTERNATIONAL INC [ BUCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, Par Value $0.01 Per Share								20,100⁽¹⁾⁽²⁾	D
Class A Common Stock, Par Value $0.01 Per Share	02/16/2006		A⁽³⁾		10,050⁽⁴⁾	A	$0	10,050⁽³⁾⁽⁴⁾	D
Class A Common Stock, Par Value $0.01 Per Share	02/21/2007		A⁽⁵⁾		2,400	A	$0	2,400⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$57.04	02/21/2007		A		10,900		⁽⁶⁾	02/21/2017	Class A Common Stock	10,900	$0	10,900	D
Stock Appreciation Rights	$39.763⁽²⁾							⁽⁷⁾	02/16/2016	Class A Common Stock	40,200⁽²⁾		40,200⁽²⁾	D

Explanation of Responses:

1. Grant to reporting person of "base" restricted stock under the 2004 Equity Incentive Plan. The "base" restricted stock vests on December 31, 2009, but vesting is accelerated to 25% on December 31, 2006, 2007, 2008 and 2009 in the event certain financial performance criteria are met.

2. The amounts and prices (if applicable) shown have been adjusted to reflect a 3-for-2 stock split effectuated by the issuer on March 29, 2006.

3. Grant to reporting person of "premium" restricted stock under the 2004 Equity Incentive Plan. The "premium" restricted stock partially vests in an amount between 20-25% on December 31, 2006, 2007, 2008 and 2009 in the event certain financial performance criteria are met and all partially vested shares fully vest on December 31, 2009.

4. The amount shown reflects the number of shares awarded on February 16, 2006, as adjusted for a 3-for-2 stock split effectuated by the issuer on March 29, 2006.

5. Grant to reporting person of restricted stock under the 2004 Equity Incentive Plan. The restricted stock vests on December 31, 2010.

6. The stock appreciation rights are granted under the 2004 Equity Incentive Plan and will incrementally vest 10%, 15%, 25% and 50%, respectively, on December 31, 2007, 2008, 2009 and 2010.

7. The stock appreciation rights are granted under the 2004 Equity Incentive plan and will incrementally vest 10%, 15%, 25% and 50%, respectively, on December 31, 2006, 2007, 2008 and 2009.

	Kenneth W. Krueger	02/23/2007
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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