SEC FORM 3

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^*

Bucyrus Holdings, LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA

SUITE 2525

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2004

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)

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 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)
Common Stock, par value $.01 per share⁽¹⁾	11,442,000⁽²⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Prior to the completion of the Issuer's initial public offering, the Issuer and its parent entities will implement a reorganization pursuant to which the common stock of the Issuer will be reclassified into Class A and Class B common stock and Bucyrus Holdings, LLC ("Holdings") will be dissolved with its assets, including shares of the Issuer's common stock (as reclassified), transferred to a newly formed entity, AIP/BI LLC ("AIP/BI"). As part of the reorganization, all shares of common stock held by Holdings will be reclassified into shares of Class B common stock prior to Holdings' dissolution.

2. The shares of common stock are owned of record by Holdings 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.

Remarks:

Exhibit List: Exhibits 99.1, 99.2 and 99.3 - Joint Filer Information

	/s/ T.C. Rogers	07/22/2004
	** 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).
** 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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